Placement Units. Simultaneously with the Closing, Arisz Investment LLC (“Sponsor”) and the Representative shall purchase from the Company, pursuant to a written purchase agreement an aggregate of 253,889 placement units (193,889 units to be purchased by the Sponsor and 60,000 units to be purchased by the Representative) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”) (the “Placement Units”). The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”), and the shares of Common Stock underlying the Placement Rights and Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units sold in the Offering, except that (i) the Placement Units and their component securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities period of one hundred eighty (180) days immediately following the commencement of sales in the offering and will not be transferable, assignable or salable until after the completion of the Company’s Business Combination except to permitted transferees, and that the component securities, so long as they are held by the Sponsor, the Representative or their permitted transferees, will be entitled to registration rights (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.24 hereof) subject to the limitations in FINRA Rule 5110(g); (ii) the Placement Warrants will be non-redeemable by the Company and may be exercised for cash or on a cashless basis as described in the Prospectus, in each case, so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.24 hereof); and (iii) with respect to the Placement Units held by the Representative, for so long as they are held by the Representative, the Warrants underlying the Placement Units will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (Arisz Acquisition Corp.), Underwriting Agreement (Arisz Acquisition Corp.)
Placement Units. Simultaneously with the Closing, Arisz Investment Bellevue Global Life Sciences Investors LLC (“Sponsor”) and the Representative shall purchase from the Company, pursuant to a written purchase agreement an aggregate of 253,889 430,000 private placement units (193,889 units to be purchased by the Sponsor and 60,000 units to be purchased by the Representative“Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”) (the “Placement Units”). The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”), the Rights includes in the Placement Units (the “Placement Rights”) and the shares of Common Stock underlying the Placement Rights Warrants and Placement Warrants Rights are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” Each Placement Unit shall be identical to the Units sold in the Offering, except that (i) the Placement Units and their component securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities period of one hundred eighty (180) days immediately following the commencement of sales in the offering and will not be transferable, assignable or salable until after the completion of the Company’s Business Combination except to permitted transferees, and that the component securities, so long as they are held by the Sponsor, the Representative Sponsor or their its permitted transferees, will be entitled to registration rights (as described in the Subscription Agreements rights; and the Warrant Agreement (as defined in Section 2.24 hereof) subject to the limitations in FINRA Rule 5110(g); (ii) the Placement Warrants will be non-redeemable by the Company and may be exercised for cash or on a cashless basis as described in the Prospectus, in each case, so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements Agreement and the Warrant Agreement (as defined in Section 2.24 hereof); and (iii) with respect to the Placement Units held by the Representative, for so long as they are held by the Representative, the Warrants underlying the Placement Units will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.), Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.)
Placement Units. Simultaneously with the Closing, Arisz Investment Bellevue Global Life Sciences Investors LLC (“Sponsor”) and the Representative shall purchase from the Company, pursuant to a written purchase agreement an aggregate of 253,889 390,000 private placement units (193,889 units to be purchased by the Sponsor and 60,000 units to be purchased by the Representative“Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”) (the “Placement Units”). The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”), and the shares of Common Stock underlying the Placement Rights and Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” Each Placement Unit shall be identical to the Units sold in the Offering, except that (i) the Placement Units and their component securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities period of one hundred eighty (180) days immediately following the commencement of sales in the offering and will not be transferable, assignable or salable until after the completion of the Company’s Business Combination except to permitted transferees, and that the component securities, so long as they are held by the Sponsor, the Representative or their permitted transferees, will be entitled to registration rights (as described in the Subscription Agreements Agreement and the Warrant Agreement (as defined in Section 2.24 hereof) subject to the limitations in FINRA Rule 5110(g); (ii) the Placement Warrants will be non-redeemable by the Company and may be exercised for cash or on a cashless basis as described in the Prospectus, in each case, so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements Agreement and the Warrant Agreement (as defined in Section 2.24 hereof); and (iii) with respect to the Placement Units held by the Representative, for so long as they are held by the Representative, the Warrants underlying the Placement Units will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A), as long as Chardan or any of its related persons beneficially own these warrants. There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.)
Placement Units. Simultaneously with the Closing, Arisz Investment Aquaron Investments, LLC (“Sponsor”) and the Representative Chardan shall purchase from the Company, pursuant to a written purchase agreement an aggregate of 253,889 281,250 placement units (193,889 units to be purchased by the Sponsor and 60,000 units to be purchased by the Representative) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”) of which 231,250 Placement Units will be purchased by Sponsor (the “Sponsor Placement Units”) and 50,000 Placement Units will be purchased by Chardan (the “Chardan Placement Units”, and together with the Sponsor Placement Units, the “Placement Units”). The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”)Stock, the Rights included in the Placement Units (the “Placement Rights”), the shares of Common Stock underlying the Placement Rights, the Warrants included in the Placement Units (the “Placement Warrants”), and the shares of Common Stock underlying issuable upon the exercise of the Placement Rights and Placement Warrants Warrants, are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units sold in the Offering, Offering except that (iI) the Placement Warrants (a) shall be non-redeemable by the Company, (b) may not, subject to certain limited exceptions set forth in the Subscription Agreements (as defined in Section 2.24.2 hereof), be transferred, assigned or sold by the initial purchaser until thirty (30) days after the completion of the Company’s initial business combination, (c) may be exercised for cash or on a cashless basis, as described in the Prospectus and (II) the Placement Units will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the Underwriters in order to consummate the Offering, each of which will be set forth in the Registration Statement. Additionally, the holders of the Placement Units shall be subject to those additional limitations and their component requirements with respect to the Placement Units and underlying securities as set forth in the Subscription Agreements (as defined in Section 2.24.2). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. Pursuant to Rule 5110(e)(1) of FINRA’s Rules, the Placement Units are subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration Statement or the commencement of sales in the Offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities period of one hundred eighty (180) days immediately following the commencement of sales in the offering and will not be transferablesecurities. Additionally, assignable or salable until after the completion of the Company’s Business Combination except to permitted transferees, and that the component securities, so long as they are held by the Sponsor, the Representative or their permitted transferees, will be entitled to registration rights (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.24 hereof) subject to the limitations in FINRA Rule 5110(g); (ii) the Placement Warrants will be non-redeemable purchased by the Company and may be exercised for cash or on a cashless basis as described in the Prospectus, in each case, so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.24 hereof); and (iii) with respect to the Placement Units held by the Representative, for so long as they are held by the Representative, the Warrants underlying the Placement Units Chardan will not be exercisable or convertible more than five years from the effective date commencement of sales of the Registration Statement Offering in accordance compliance with FINRA Rule 5110(g)(8)(A). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
Appears in 1 contract
Placement Units. Simultaneously with the Closing, Arisz Investment LLC [Bayview Holding LP (the “Sponsor”) and Peace Investment Holdings Limited, a British Virgin Island Company (“Peace Investment” and together with the Representative Sponsor, the “Sponsors”)] shall purchase from the Company, pursuant to a written purchase agreement an aggregate of 253,889 212,500 private placement units (193,889 or up to 227,500 private placement units to be purchased by the Sponsor and 60,000 units to be purchased by extent the RepresentativeOver-allotment Option is exercised) (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”) (in order to ensure that at least $10.00 per Unit sold to the “Placement Units”)public shareholders is held in trust after the exercise of the Over-allotment Option. The Placement Units, the shares of Common Stock Ordinary Shares included in the Placement Units (the “Placement Shares”), the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”), ) and the shares of Common Stock Ordinary Shares underlying the Placement Rights and Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities, the Representative’s Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” Each Placement Unit shall be identical to the Units sold in the Offering, except that (i) the Placement Units and their component securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities period of one hundred eighty (180) days immediately following the commencement of sales in the offering and will not be transferable, assignable or salable until thirty (30) days after the completion of the Company’s Business Combination except to permitted transferees, and that the component securities, so long as they are held by the Sponsor, the Representative Sponsors or their permitted transferees, will be entitled to registration rights (as described rights. The Placement Units and the securities included therein will expire worthless in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.24 hereof) subject to the limitations in FINRA Rule 5110(g); (ii) the Placement Warrants will be non-redeemable by event that the Company and may be exercised for cash or on does not consummate a cashless basis as described in Business Combination within the Prospectus, in each case, so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.24 hereof); and (iii) with respect to the Placement Units held by the Representative, for so long as they are held by the Representative, the Warrants underlying the Placement Units will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A)required time period. There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
Appears in 1 contract
Placement Units. Simultaneously with the Closing, Arisz Investment Bellevue Global Life Sciences Investors LLC (“Sponsor”) and the Representative shall purchase from the Company, pursuant to a written purchase agreement an aggregate of 253,889 390,000 private placement units (193,889 units to be purchased by the Sponsor and 60,000 units to be purchased by the Representative“Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”) (the “Placement Units”). The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”), the Rights includes in the Placement Units (the “Placement Rights”) and the shares of Common Stock underlying the Placement Rights Warrants and Placement Warrants Rights are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” Each Placement Unit shall be identical to the Units sold in the Offering, except that (i) the Placement Units and their component securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities period of one hundred eighty (180) days immediately following the commencement of sales in the offering and will not be transferable, assignable or salable until after the completion of the Company’s Business Combination except to permitted transferees, and that the component securities, so long as they are held by the Sponsor, the Representative Sponsor or their its permitted transferees, will be entitled to registration rights (as described in the Subscription Agreements rights; and the Warrant Agreement (as defined in Section 2.24 hereof) subject to the limitations in FINRA Rule 5110(g); (ii) the Placement Warrants will be non-redeemable by the Company and may be exercised for cash or on a cashless basis as described in the Prospectus, in each case, so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements Agreement and the Warrant Agreement (as defined in Section 2.24 hereof); and (iii) with respect to the Placement Units held by the Representative, for so long as they are held by the Representative, the Warrants underlying the Placement Units will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.)