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), 550,000 private placement units (362,500 units to be purchased by the Sponsor and 187,500 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 Purchase Agreements up to an additional 56,250 Private Placement Units (up to 28,125 units to be purchased by the Sponsor and up to 28,125 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”) 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 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 (LightWave Acquisition Corp.), Underwriting Agreement (LightWave 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), 550,000 745,000 private placement units (362,500 495,000 units to be purchased by the Sponsor and 187,500 250,000 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 Sponsor and the Representative will purchase from the Company pursuant to the Representative Purchase Agreements Agreement up to an additional 56,250 60,000 Private Placement Units (up to 28,125 units to be purchased by the Sponsor and up to 28,125 to be purchased by the Representative)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”) or the warrants (the “Private Placement Warrants”) comprising 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 Private Placement Warrants, 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. 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 (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), 550,000 522,500 private placement units (362,500 397,500 units to be purchased by the Sponsor and 187,500 125,000 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 will purchase from the Company pursuant to the Purchase Agreement up to an additional 5,625 Private Placement Units and the Representative will purchase from the Company pursuant to the Representative Purchase Agreements Agreement up to an additional 56,250 37,500 Private Placement Units (up to 28,125 units to be purchased by the Sponsor and up to 28,125 to be purchased by the Representative)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”) or the warrants (the “Private Placement Warrants”) comprising 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 Private Placement Warrants, 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 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 effective date of the OfferingRegistration Statement (as defined herein).

Appears in 2 contracts

Sources: Underwriting Agreement (Gesher Acquisition Corp. II), Underwriting Agreement (Gesher Acquisition Corp. II)

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), 550,000 600,000 private placement units (362,500 400,000 units to be purchased by the Sponsor and 187,500 200,000 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 Purchase Agreements up to an additional 56,250 60,000 Private Placement Units (up to 28,125 30,000 units to be purchased by the Sponsor and up to 28,125 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”) or the warrants (the “Private Placement Warrants”) comprising a part of the Private Placement Units Units, and the Option Private Placement Units, or the Class A Ordinary Shares issuable upon exercise of the 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 5110, and the Private Placement Warrants may not be exercised after five years from the commencement of sales effective date of the OfferingRegistration 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 (as defined in Section 2.21.2 hereof), 550,000 770,000 private placement units (362,500 520,000 units to be purchased by the Sponsor and 187,500 250,000 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 Sponsor and the Representative will purchase from the Company pursuant to the Representative Purchase Agreements Agreement up to an additional 56,250 60,000 Private Placement Units (up to 28,125 units to be purchased by the Sponsor and up to 28,125 to be purchased by the Representative)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”) or the warrants (the “Private Placement Warrants”) comprising 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 Private Placement Warrants, 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. 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 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), 550,000 620,000 private placement units (362,500 400,000 units to be purchased by the Sponsor and 187,500 220,000 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 Purchase Agreements up to an additional 56,250 63,000 Private Placement Units (up to 28,125 30,000 units to be purchased by the Sponsor and up to 28,125 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”) or the warrants (the “Private Placement Warrants”) comprising a part of the Private Placement Units Units, and the Option Private Placement Units, or the Class A Ordinary Shares issuable upon exercise of the 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 5110, and the Private Placement Warrants may not be exercised after five years from the commencement of sales effective date of the OfferingRegistration Statement (as defined herein).

Appears in 1 contract

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