Common use of Unit Private Placement Clause in Contracts

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), 745,000 private placement units (495,000 units to be purchased by the Sponsor and 250,000 to be purchased by the Representative), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Representative will purchase from the Company pursuant to the Representative Purchase Agreement up to an additional 60,000 Private Placement Units, at a purchase price of $10.00 per Private 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 “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) forming a part of the Private Placement Units and the Option Private Placement Units, or the Class A Ordinary Shares issuable upon exercise of the Class A Rights may be sold, assigned or transferred by the purchasers or their permitted transferees until 30 days after consummation of a Business Combination.

Appears in 2 contracts

Sources: Underwriting Agreement (Mountain Lake Acquisition Corp.), Underwriting Agreement (Mountain Lake Acquisition Corp.)

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), 745,000 435,000 private placement units (495,000 310,000 units to be purchased by the Sponsor and 250,000 125,000 to be purchased by the Representative), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Representative Purchase Agreement Agreements up to an additional 60,000 37,500 Private Placement UnitsUnits (up to 18,750 units to be purchased by the Sponsor and up to 18,750 to be purchased by the Representative), at a purchase price of $10.00 per Private 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 “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) forming or the warrants (the “Private Placement Warrants”) comprising a part of the Private Placement Units and the Option Private Placement Units, or the Class A Ordinary Shares issuable upon exercise of the Class A Rights Private Placement Warrants, may be sold, assigned or transferred by the purchasers or their permitted transferees until 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The holders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and the Private Placement Warrants may not be exercised after five years from the commencement of sales of the Offering.

Appears in 2 contracts

Sources: Underwriting Agreement (Leapfrog Acquisition Corp), Underwriting Agreement (Leapfrog Acquisition Corp)

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), 745,000 555,000 private placement units (495,000 365,000 units to be purchased by the Sponsor and 250,000 190,000 to be purchased by the Representative), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Representative Purchase Agreement Agreements up to an additional 60,000 60,750 Private Placement UnitsUnits (15,750 units to be purchased by the Sponsor and 45,000 to be purchased by the Representative), at a purchase price of $10.00 per Private 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 “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) forming or the warrants comprising a part of the Private Placement Units and the Option Private Placement Units, if any (the “Private Placement Warrants”), or the Class A Ordinary Shares issuable upon exercise of the Class A Rights Private Placement Warrants, may be sold, assigned or transferred by the purchasers or their permitted transferees until 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The holders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the commencement of sales of the Offering.

Appears in 2 contracts

Sources: Underwriting Agreement (Stellar v Capital Corp. (Cayman Islands)), Underwriting Agreement (Stellar v Capital Corp. (Cayman Islands))

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), 745,000 620,000 private placement units (495,000 400,000 units to be purchased by the Sponsor and 250,000 220,000 to be purchased by the Representative), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Representative Purchase Agreement Agreements up to an additional 60,000 63,000 Private Placement UnitsUnits (up to 30,000 units to be purchased by the Sponsor and up to 33,000 to be purchased by the Representative), at a purchase price of $10.00 per Private 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 “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) forming a or the warrants (the “Private Placement Warrants”) comprising part of the Private Placement Units Units, and the Option Private Placement Units, or the Class A Ordinary Shares issuable upon exercise of the Class A Rights Private Placement Warrants, may be sold, assigned or transferred by the purchasers or their permitted transferees until 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The holders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110, and the Private Placement Warrants may not be exercised after five years from the effective date of the Registration Statement (as defined herein).

Appears in 1 contract

Sources: Underwriting Agreement (Blue Water Acquisition Corp. III)

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), 745,000 455,000 private placement units (495,000 units to be purchased by the Sponsor and 250,000 to be purchased by the Representative)units, at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Representative Sponsor will purchase from the Company pursuant to the Representative Purchase Agreement up to an additional 60,000 40,500 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit unit in a private placement intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Units”). The Private Placement Units and the Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) forming or the warrants (the “Private Placement Warrants”) comprising a part of the Private Placement Units and the Option Private Placement Units, if any, or the Class A Ordinary Shares issuable upon exercise of the Class A Rights Private Placement Warrants, may be sold, assigned or transferred by the purchasers or their permitted transferees until 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account.

Appears in 1 contract

Sources: Underwriting Agreement (Cambridge Acquisition Corp.)

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), 745,000 770,000 private placement units (495,000 520,000 units to be purchased by the Sponsor and 250,000 to be purchased by the Representative), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Representative will purchase from the Company pursuant to the Representative Purchase Agreement up to an additional 60,000 Private Placement Units, at a purchase price of $10.00 per Private 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 “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) forming a part of the Private Placement Units and the Option Private Placement Units, or the Class A Ordinary Shares issuable upon exercise of the Class A Rights may be sold, assigned or transferred by the purchasers or their permitted transferees until 30 days after consummation of a Business Combination.

Appears in 1 contract

Sources: Underwriting Agreement (Mountain Lake Acquisition Corp.)

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), 745,000 600,000 private placement units (495,000 400,000 units to be purchased by the Sponsor and 250,000 200,000 to be purchased by the Representative), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Representative Purchase Agreement Agreements up to an additional 60,000 Private Placement UnitsUnits (up to 30,000 units to be purchased by the Sponsor and up to 30,000 to be purchased by the Representative), at a purchase price of $10.00 per Private 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 “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) forming a or the warrants (the “Private Placement Warrants”) comprising part of the Private Placement Units Units, and the Option Private Placement Units, or the Class A Ordinary Shares issuable upon exercise of the Class A Rights Private Placement Warrants, may be sold, assigned or transferred by the purchasers or their permitted transferees until 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The holders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110, and the Private Placement Warrants may not be exercised after five years from the effective date of the Registration Statement (as defined herein).

Appears in 1 contract

Sources: Underwriting Agreement (Blue Water Acquisition Corp. III)

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative CCM will purchase from the Company Company, pursuant to the Purchase Agreements (as defined in Section 2.21.2 2.21.3 hereof), 745,000 an aggregate of 560,500 private placement units (495,000 units the “Placement Units”) (or up to be purchased by 590,500 Placement Units if the Sponsor Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and 250,000 one (1) right to be purchased by receive one-twelfth (1/12) of an Ordinary Share upon consummation of a Business Combination (the Representative“Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under ActUnit, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Representative will purchase from the Company pursuant to the Representative Purchase Agreement up to an additional 60,000 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act, Act pursuant to Section 4(a)(2) of the Act Act. Of the 560,500 Placement Units (or up to 590,500 Placement Units if the Over-allotment Option Private is exercised in full), the Sponsor will purchase 481,750 Placement Units”Units (or up to 499,937 Placement Units if the Over-allotment Option is exercised in full), and CCM will purchase 78,750 Placement Units (or up to 90,563 Placement Units if the Over-allotment Option is exercised in full). The Private CCM agrees to purchase Placement Units and Option Private Placement Units, if any, are substantially identical to consistent with their pro rata allocation of the Firm Units, subject to certain exceptionsOffering. The private placement of the Private Placement Units to the Sponsor and the Option Private Placement Units, if any, Underwriters is referred to herein as the “Unit Private Placement.” Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. None of the Private Placement Units, the Option Private Placement UnitsShares or Private Rights (collectively, the Class A Ordinary Shares (the Private Placement SharesSecurities”) forming a part of the Private Placement Units and the Option Private Placement Units, or the Class A Ordinary Shares issuable upon exercise of the Class A Rights may be sold, assigned or transferred by the purchasers Sponsor, CCM or their permitted transferees until 30 thirty (30) days after consummation of a Business Combination. CCM acknowledges and agree that the Placement Securities acquired by CCM pursuant to the CCM Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement Securities acquired by the Underwriters pursuant to the CCM Purchase Agreement 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 one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Appears in 1 contract

Sources: Underwriting Agreement (Hennessy Capital Investment Corp. VIII)