Terms of the Private Placement Units Sample Clauses

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Private Placement Warrants underlying the Private Placement Units shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). (iii) At or prior to the time of the Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the underlying Shares and Private Placement Warrants (including the Shares underlying the Private Placement Warrants). (iv) The Purchaser acknowledges that the Private Placement Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the commencement of sales in the Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts and the related registration rights may not be 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 such securities by any pers...

Terms of the Private Placement Units. Each Private Placement Unit will be identical to the Public Units, except as described in the Registration Statement. At or prior to the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the Shares and Rights underlying the Private Placement Units.

Terms of the Private Placement Units. (i) The Private Placement Units are substantially identical to the Public Units to be offered in the Public Offering except that (a) the Private Placement Units and the securities included therein will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units and the securities included therein are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) On the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units, the Private Placement Shares, Private Placement Warrants and the Private Warrant Shares issuable upon exercise of the Private Placement Warrants.

Terms of the Private Placement Units. (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except: (a) as provided in that letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, the Purchaser and each of the Company’s officers, directors and director nominees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in the Letter Agreement and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) Each Private Placement Warrant included in the Private Placement Units shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering on the date hereof (the “Warrant Agreement”). (iii) On thedate hereof, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units, the Private Placement Warrants and the Shares underlying the Private Placement Warrants and the Private Placement Units.

Terms of the Private Placement Units. The Private Placement Units shall be substantially identical to the Units offered in the IPO except that the Private Placement Units (including the Private Placement Shares and Private Share Rights comprising such units) (i) will be subject to the transfer restrictions described in Section 7 hereof; (ii) will be entitled to registration rights.

Terms of the Private Placement Units. Each Private Placement Unit will be identical to the Public Units, except as described in the Registration Statement. Purchaser acknowledges that the securities acquired or to be acquired hereby by Purchaser as an affiliate of the underwriters of the Company’s Public Offering, including Purchaser’s related persons, associated persons and affiliates (as those terms are defined in FINRA Rules 5110 and 5121), in connection with the Public Offering and as described in the Registration Statement for the Public Offering and the related prospectus, are subject to lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from the commencement of sales of the initial public offering and can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). At or prior to the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the Shares and Rights underlying the Private Placement Units. Notwithstanding the foregoing provisions, the Private Placement Units and the Shares and Rights underlying the Private Placement Units shall be subject to compliance with FINRA Rule 5110(g)(8). The Purchaser may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Company’s initial public offering and may not exercise its demand rights on more than one occasion.

Terms of the Private Placement Units. (i) Each Private Placement Unit shall have the terms set forth in herein. Each Private Share Right shall have the terms set forth in a Share Rights Agreement dated the date hereof (the “Share Rights Agreement”) by and between the Company and Continental Stock Transfer & Trust Company (the “Share Rights Agent”). (ii) At the time of the closing of the Public Offering, the Company and the Purchasers shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchasers relating to the Private Placement Units, including the Private Placement Shares and Private Share Rights included in the Private Placement Units and the Ordinary Shares underlying such Private Share Rights.

Terms of the Private Placement Units. (i) The Private Placement Units (including the securities comprising such units) shall be subject to a letter agreement, dated as of the date hereof, by and among the Purchaser, the Company and certain of the Company’s directors and officers (a “Letter Agreement”). (ii) The Private Placement Warrants shall have the terms set forth in the Warrant Agreement. (iii) Concurrently with the execution and delivery of this Agreement, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units, Private Placement Shares, Private Placement Warrants and Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants.

Terms of the Private Placement Units. (i) Each Private Placement Unit shall have the terms set forth herein, and the underlying Private Placement Warrants shall also have the terms set forth in the warrant agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”). (ii) At, or prior to, the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser, as agreed between the Purchaser and the Company, relating to the Securities.