Unit Private Placement Sample Clauses
Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”
Unit Private Placement. On the Closing Date, the Unit Private Placement shall have been completed in accordance with Section 3.26.
Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 340,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 33,750 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.
Unit Private Placement. On or prior to the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Agreement (as defined in Section 2.21.2 below) an aggregate of 245,500 private units of the Company (collectively, the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the Prospectus. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Subscription Agreement up to an additional 20,625 Private Units at a purchase price of $10.00 per Private Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Private Units may be sold, assigned or transferred by the Sponsor or its permitted transferees until after consummation of a Business Combination. The purchase price for the Private Units to be paid by the Sponsor shall be delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.
Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 259,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 18,750 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.
Unit Private Placement. On the Closing Date and the Option Closing Date, the Private Placement shall have been completed in accordance with the Private Placement Units Purchase Agreement and Section 1.3.2 and Section 3.24 of this Agreement.
Unit Private Placement. Simultaneously with the Closing Date, the Sponsor, the Representative and ▇▇▇▇▇ & Company Capital Markets (“CCM”) will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 1,080,000 units (860,000 units by the Sponsor, 187,000 units by the Representative and 33,000 units by CCM) or 1,146,000 units if the Underwriter’s over-allotment option is exercised in full (926,000 units by the Sponsor, 187,000 units by the Representative and 33,000 units by CCM), which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, the Representative and CCM or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the Effective Date of the Registration Statement except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.
Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 265,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.
Unit Private Placement. On the Closing Date and the Option Closing Date, if any, the Unit Private Placement shall have been completed in accordance with Section 3.26 and the required proceeds of the Unit Private Placement shall have been wired into the Trust Account one Business Day prior to the Closing Date or Option Closing Date, if any.
Unit Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to a Private Placement Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 479,500 private placement units (up to 524,050 private placement units if the Over-allotment Option is exercised) (the “Private Placement Units”). Each Private Placement Unit consists of one Ordinary Share (the “Private Placement Share(s)”) and one Right (the “Private Placement Right(s)”), at a purchase price of $10.00 per Private Placement Unit ($4,795,000 in the aggregate ($5,240,500 if the Over-allotment Option is exercised in full) in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Private Placement Rights are identical to the Rights sold as part of the Units in the Offering, subject to limited exceptions. Each Private Placement Right entitles the holder thereof to receive one-seventh (1/7th) of one Ordinary Share upon consummation of our initial Business Combination. The terms of the Private Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below. Simultaneously with the closing of the Over-allotment Option, the Sponsor will purchase from the Company pursuant to the Private Placement Units Purchase Agreement up to an additional 44,550 Private Placement Units at a purchase price of $10.00 per Private Placement Unit, intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The proceeds from the sale of the Private Placement Units shall be deposited into the Trust Account pursuant to the terms of the Private Placement Units Purchase Agreement.
