Placement Share definition

Placement Share or “Placement Shares” shall have the meaning given in the Recitals hereto.
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Placement Share or “Placement Shares” shall have the meaning given in the Recitals hereto. 1 Any Permitted Transferees of the Sponsor to be added as Initial Stockholders if the transfers occur at or prior to closing. Any post-closing Permitted Transferees would receive reg rights via assignment, as permitted by the agreement, an execute joinder agreements.
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Placement Share means a Goldbelt Share issued pursuant to a Placement;
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Examples of Placement Share in a sentence

  • Subject to and concurrent with the consummation of the IPO, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase from the Company, at a purchase price per Private Placement Share equal to the public offering price per share of Common Stock sold in the IPO, the Private Placement Shares.

  • The Company shall not take any action or omit to take any action which would cause a breach of any of the Letter Agreement or the Private Placement Share Purchase Agreement and will not allow any amendments to, or waivers of, such Letter Agreement or the Private Placement Share Purchase Agreement without the prior written consent of the Representatives.

  • The Company has entered into a private placement shares purchase agreement, dated as of the date hereof (the “Private Placement Shares Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor has agreed to purchase an aggregate of 640,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share.

  • It is expressly acknowledged and agreed that neither the Company nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Share unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein.

  • The purchase price to be paid per Over-Subscription Share shall be equal to the Purchase Price per Placement Share.

  • On the Effective Date, the Company shall have delivered to the Representatives executed copies of the Trust Agreement, the Warrant Agreement, Letter Agreement, the Private Placement Share Purchase Agreement and the Registration Rights Agreement.

  • No fractional Private Placement Shares shall be issued upon conversion of this Note and the number of Private Placement Shares deliverable will be rounded to the nearest whole number of Private Placement Shares, with one-half (0.5) or more of a Private Placement Share being rounded upward.

  • The Company has entered into a private placement shares purchase agreement, dated as of the date hereof (the “Private Placement Shares Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor has agreed to purchase an aggregate of 600,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share.

  • Simultaneously with the closing of the Over-allotment Option, the Sponsor shall purchase from the Company in a private placement (the “Additional Private Placement”) pursuant to the Private Placement Share Purchase Agreement an additional number of Placement Shares (up to a maximum of 51,000 additional Placement Shares) (the “Additional Placement Shares”), at a purchase price of $10.00 per Additional Placement Share.

  • Each such newly issued Private Placement Share shall include a restricted legend that contemplates the same restrictions as the Private Placement Shares that were issued to Payee in connection with the IPO.

Related to Placement Share

  • Placement Shares shall have the meaning given in the Recitals hereto.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Placement Warrants shall have the meaning given in the Recitals hereto.

  • Payment Shares has the meaning set forth in Section 2.02;

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • Purchase Shares has the meaning set forth in Section 2.1.

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • Forward Purchase Shares shall have the meaning given in the Recitals hereto.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • Firm Securities means the number or amount of Securities that the several Underwriters are initially committed to purchase under the Underwriting Agreement (which may be expressed as a percentage of an aggregate number or amount of Securities to be purchased by the Underwriters, as in the case of a standby Underwriting Agreement). “Additional Securities” means the Securities, if any, that the several Underwriters have an option to purchase under the Underwriting Agreement to cover over-allotments. The number, amount, or percentage of Firm Securities set forth opposite each Underwriter’s name in the Underwriting Agreement plus any additional Firm Securities which such Underwriter has made a commitment to purchase, irrespective of whether such Underwriter actually purchases or sells such number, amount, or percentage of Securities under the Underwriting Agreement or Article XI hereof, is hereinafter referred to as the “Original Underwriting Obligation” of such Underwriter, and the ratio which such Original Underwriting Obligation bears to the total of all Firm Securities set forth in the Underwriting Agreement (or, in the case of a standby Underwriting Agreement, to 100%) is hereinafter referred to as the “Underwriting Percentage” of such Underwriter. For the avoidance of doubt, each Underwriter acknowledges and agrees that, for all purposes under this Agreement and otherwise (including, to the extent applicable, for purposes of Section 11(e) under the U.S. Securities Act of 1933 (the “1933 Act”)), each Underwriter’s Underwriting Percentage of the total number, amount, or percentage of Securities offered and sold in the Offering (including any Additional Securities), and only such number, amount, or percentage, constitutes the securities underwritten by such Underwriter and distributed to investors.1 References herein to laws, statutory and regulatory sections, rules, regulations, forms, and interpretive materials will be deemed to include any successor provisions.

  • Subsequent Placement means the sale, grant of any option to purchase, or other disposition of by the Company, directly or indirectly, of any of the Company’s or its Subsidiaries’ equity or equity equivalent securities, including, without limitation, any Convertible Securities, Options, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Convertible Securities or Options.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Offering Shares means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.