Private Placement Units Clause Samples

Private Placement Units. The Private Placement Units, when delivered upon the consummation of the Offering, will be duly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Private Placement Units. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company, pursuant to Purchase Agreements (as defined in Section2.21.3 hereof), an aggregate of 330,000 private placement units (230,000 private placement units by the Sponsor and 100,000 private placement units by the Underwriters) (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”). The Placement Units, the Ordinary Shares and Share Rights underlying the Placement Units (including the Ordinary Shares underlying such Share Rights) are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, except that none of the Placement Securities may be transferred, assigned or sold by the Sponsor, the Underwriters or their permitted transferees, as applicable, until one hundred and eighty (180) days after consummation of the Business Combination. The Underwriters acknowledge and agree that the Placement Securities and any Additional Placement Securities (as defined in Section 1.4.3) acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section2.21.3) 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 immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities and any Additional Placement Securities (as defined in Section 1.4.3) acquired by the Underwriters pursuant to the Underwriter’s Purchase Agreement (as defined in Section2.21.3) 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 immediately following the 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. Except as disclosed in the Registration Statement, there will be no placeme...

Private Placement Units. At least one (1) Business Day prior to the Closing Date, the Sponsor and the Anchor Investors shall have caused all or a portion of the purchase price for the Private Placement Units to be deposited into the Trust Account such that upon payment for the Public Units pursuant to this Agreement, the amount of cash in the Trust Account (without giving effect to any income earned thereon) will equal $10.00 per Public Unit outstanding as of such Closing Date. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

Private Placement Units. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 300,000 private placement units, each unit containing one Class A Ordinary Share (the “Private Placement Shares”) and one-quarter of one warrant (the “Private Placement Warrants”), 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. The Private Placement Warrants are substantially identical to the Public Warrants, subject to certain exceptions. The private placement of the Private Placement Units is referred to herein as the “Unit Private Placement.” Neither the Private Placement Units nor the underlying Private Placement Shares or Private Placement Warrants, or the Class A Ordinary Shares underlying the Private Placement Warrants, may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. Private Placement Warrants held by BTIG, LLC or its affiliates or associated persons and the Class A Ordinary Shares that are issuable upon exercise of the Private Placement Warrants are subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date or commencement of sales of the Offering, except to any underwriter and selected dealer participating in the Offering and their bona fide officers or partners; provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. For so long as any Private Placement Warrant is held by BTIG, LLC or its affiliates or associated persons, such Private Placement Warrant will not be exercisable more than five (5) years from the Effective Date, in accordance with FINRA Rule 5110(g)(8)(a), and, no such Private Placement Warrant shall permit BTIG, LLC or its affiliates or associated persons to receive or accrue cash dividends prior to the exercise of the Private Placement Warrants. Certain proceeds from the sale of the Private Placement Units sh...

Private Placement Units. The Private Placement Units, and Class A Ordinary Shares and Private Warrants underlying the Private Placement Units and the Class A Ordinary Shares underlying the Private Warrants, have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Private Units Purchase Agreement will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Private Placement Units, and Class A Ordinary Shares and Private Warrants underlying the Private Placement Units and the Class A Ordinary Shares underlying the Private Warrants, are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Private Placement Units, and Class A Ordinary Shares and Private Warrants underlying the Private Placement Units and the Class A Ordinary Shares underlying the Private Warrants, has been duly and validly taken. The Private Placement Units conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package, and the Prospectus, as the case may be.

Private Placement Units. At least one (1) business day prior to the effective date of the Registration Statement, the Sponsor and at least one (1) business day prior to the Initial Closing Date, C▇▇▇▇ Investments shall have caused its respective purchase price for the Private Placement Units to be deposited into the Trust Account such that upon payment for the Public Units pursuant to this Agreement, the amount of cash in the Trust Account (without giving effect to any income earned thereon) will equal $10.10 per Public Unit outstanding as of the Initial Closing Date. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

Private Placement Units. The Company’s sale of the Private Placement Units did not require registration under the 1933 Act or the securities law of any state or other jurisdiction.

Private Placement Units. Each Private Placement Unit shall be comprised of one share of Common Stock and one whole Warrant. The total number of Private Placement Units to be purchased by the Purchaser pursuant to the Agreement, and the aggregate Purchase Price therefor, shall be increased to the number of Private Placement Units and purchase price therefor set forth on the signature page hereto.

Private Placement Units. Each Private Placement Unit shall consist of one Private Placement Share and one Private Placement Subunit and shall have the terms set forth in the Unit Certificate attached as Exhibit C hereto.