per Unit. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the...
per Unit. The aggregate purchase price for the Units shall be as set forth on the signature page hereto (the “Aggregate Purchase Price”) and shall be payable upon execution hereof by check or wire transfer of immediately available funds as set forth below.
per Unit. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company.
per Unit. The Partnership shall not be obligated to deliver any of the Units to be delivered on any Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein.
per Unit. Selling Jurisdictions The Units may be sold in Canada or in other jurisdictions other than the United States where they may be lawfully sold (the “Selling Jurisdictions”). Exemptions The offering will be made in accordance with the following exemptions from the prospectus requirements:
per Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Unit consists of one share of the Company’s common stock, par value $.001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and the Warrants included in the Firm Units will trade separately on the 20th trading day after the earlier to occur of the expiration of the Over-allotment Option (as hereinafter defined) or its exercise in full, but in no event will Maxim allow separate trading until the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Current Report on Form 8-K which includes such balance sheet. Each Warrant entitles its holder, upon exercise, to purchase one share of Common Stock for $8.00 during the period commencing on the later of the consummation by the Company of its “Business Combination” or one year from the effective date (the “Effective Date”) of the Registration Statement and terminating on the four-year anniversary of the Effective Date, unless earlier redeemed as provided in the Warrant Agreement (as defined in Section 2.21 hereof). As used herein, the term “Business Combination” shall mean the acquisition by the Company, whether by merger, capital stock exchange, asset or stock acquisition or other similar type of transaction, or a combination of the foregoing, one or more entities with agreements to acquire vessels or an operating business in the shipping industry (as described more fully in the Registration Statement). Maxim Group LLC _____________, 2005
per Unit. The Units, Series E Shares, the Conversion Shares, the Warrants and the Warrants issued or issuable to the Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “Securities.”
per Unit. The Manager shall not direct the Registrar and Transfer Agent to allot and issue Units of the same class subsequent to the Trust’s initial public offering, except: (i) if the net proceeds per Unit to be received by the Trust are not less than 100% of the most recently calculated Net Asset Value per Unit prior to, or upon, the determination of the pricing of such issuance; or (ii) by way of Unit distribution in connection with an income distribution. Immediately after a pro rata distribution of Units to all Unitholders in satisfaction of any non-cash distribution, the number of outstanding Units will be consolidated as described in Section 4.3 hereof such that each Unitholder will hold, after the consolidation, the same number of Units as the Unitholder held before the non-cash distribution, subject to any reduction contemplated in Section 4.5 where withholding is required. Subject to the foregoing, the Trust may also allot and issue additional classes of Units or series of Units within each class at such time or times, and in such manner, as the Manager in its sole discretion shall determine.
per Unit. Fees The Issuer, in its sole discretion, may pay finder's fees to certain arm's length parties (the "Finders") in connection with the completion of the Offering and in accordance with application securities laws. Such finder's fee will be equal to 6% of the aggregate subscription proceeds realized from the sale of the Units by the respective Finder, payable in cash only, and broker’s Warrants equal to 6% of the aggregate Units sold by the applicable Finder. Each broker’s warrant will be exercisable into one single common Share (a “Warrant Share”) at a price of US$0.25 per Warrant Share for a period of eighteen (18) months following closing of the Offering. Warrants The Warrants will be issued and registered in the name of the purchasers or their nominees. The Warrants will be non-transferable subject to resale restrictions and legends. The certificates representing the Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Warrant Shares issued upon exercise of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer’s common shares, the payment of stock dividends and the amalgamation of the Issuer. In the event that the Issuer’s common shares, at any time after 6 months and 1 day have elapsed from the issuance of the Warrants, as listed on a Principal Canadian Market – currently the Canadian Securites Exchange under the symbol “LXX” has been at or above CDN$0.60 for a period of 20 consecutive trading days, the Issuer may, within five (5) days thereafter issue to the Warrant holders a written notice advising of the accelerated expiry of the Warrants. Such written notice shall identify in reasonable detail the particulars of the acceleration event and identify the date (the "Warrant Accelerated Expiry Date") set for accelerated expiry, which in no event shall be less than 30 days after the mailing date of the written notice. For greater certainty, all Warrants shall expire and be of no further force or effect as of 4:30 pm (Pacific Time) on the Warrant Accelerated Expiry Date. Selling Jurisdictions The Units may be sold in the provinces of Canada and in certain overseas jurisdictions as the Issuer may determine and in the United States in accordance with available exemptions (the “Selling Jurisdictions”). Exemptions The Offering will be made in accordance with the following exemptions from the prospectus requirements:
per Unit. Each Class A Unit consists of one share of common stock and one-half of one warrant (each whole warrant, a “Warrant”). Eligible Purchasers of the Class B Units are those Purchasers that invest at least $50,000 in this Offering and have participated in a prior Company offering during the Period (as defined herein) and either, (i) invested at least $200,000 in a prior Company offering during the Period (as defined herein), or (ii) invest at least 25% of the amount such Purchaser invested in a prior Company offering during the Period in this Offering. Each Class B Unit consists of one share of common stock and one Warrant. The Purchaser agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Purchase for Units” including without limitation the representations, warranties and covenants set forth in the applicable schedules attached thereto. The Purchaser further agrees, without limitation, that each of the Company and Xxxxxxx Investment Company, LLC (the “Placement Agent”) may rely upon the Purchaser’s representations, warranties and covenants contained in such documents. “Period” shall mean any time between December 1, 2013 and May 1, 2015. Please complete and sign the Accredited Investor Certificate – Exhibit A and the Selling Shareholder Questionnaire– Exhibit C SUBSCRIPTION AND PURCHASER INFORMATION Please print all information (other than signatures), as applicable, in the space provided below Number of Class A Units: ____________________________________x $1.10 ___________________________________________________ (Name of Purchaser) Number of Class B Units: ____________________________________x $1.10 = Account Reference (if applicable): ________________________ By: ________________________________________________ Authorized Signature Aggregate Purchase Price: _____________________________ (the “Purchase Price”) ___________________________________________________ (Official Capacity or Title – if the Purchaser is not an individual) ___________________________________________________ (Name of individual whose signature appears above if different than the name of the Purchaser printed above.) ___________________________________________________ (Purchaser’s Address, including Municipality and Province) ___________________________________________________ S.I.N. or Taxation Account of Purchaser ___________________________________________________ (Telephone Number) (Email Address) If the Purchaser is signing as agent for a...
