Insider Securities Sample Clauses

Insider Securities. On the Closing Date, the Insider Purchasers shall have purchased the Insider Securities and the purchase price for such Insider Securities shall be deposited into the Trust Fund.
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Insider Securities. Cxxxxxxxx Jun Mu, Kxxxx Xxxxxxx Xx, Francisco A. Xxxxxx, Hunter S. Xxxxxxx, Easton Capital Corp. Defined Benefit Plan and Pantheon China Acquisition Limited (the “Insider Purchasers”) have committed to purchase an aggregate of 2,083,334 Warrants (“Insider Warrants” and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the “Insider Securities”) at $0.60 per Warrant (for an aggregate purchase price of $1,250,000.40) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreements (“Subscription Agreements”) entered into by the Insider Purchasers to purchase such Insider Securities, 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 Insider Securities 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 Insider Securities has been duly and validly taken.
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Insider Securities. Fortune Management, Inc. (“Fortune Management”) has committed to purchase $7,825,000 Warrants (“Insider Warrants” and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the “Insider Securities”) at $1.00 per Warrant (for an aggregate purchase price of $7,825,000) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreement (“Subscription Agreement”) entered into by Fortune Management to purchase such Insider Securities, will be validly issued, fully paid and non-assessable; the holder thereof is not and will not be subject to personal liability by reason of being such holder; the Insider Securities 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 Insider Securities has been duly and validly taken. The Subscription Agreement provides that Fortune Management will not sell any of its Insider Warrants until the consummation of a Business Combination.
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Insider Securities. The Company’s founding shareholders (“Initial Shareholders”) have committed to purchase an aggregate of 1,430,000 Warrants (“Insider Warrants” and together with the Ordinary Shares underlying the Insider Warrants, collectively referred to as the “Insider Securities”) at a purchase price of $1.00 per Insider Warrant (for an aggregate purchase price of $1,430,000) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the warrant purchase agreements (“Subscription Agreement”) entered into by the Initial Shareholders to purchase such Insider Securities, 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 Insider Securities 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 Insider Securities has been duly and validly taken.
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Insider Securities. Xx Xx (the “Insider Purchaser”) has committed to purchase an aggregate of 250,000 Units (“Insider Units” and together with the Ordinary Shares and Warrants underlying the Insider Units and the Ordinary Shares underlying the Warrants (“Insider Warrants”) underlying the Insider Units, collectively referred to as the “Insider Securities”) at $8.00 per Unit (for an aggregate purchase price of $2,000,000) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreement (“Subscription Agreement”) entered into by the Insider Purchaser to purchase such Insider Securities, 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 Insider Securities 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 Insider Securities has been duly and validly taken.
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Insider Securities. Lxxxxxxx X. Xxxxx, Rxxxxx X. Xxxxxx, Jxx Xxxxxx, Cxxxxxx X. Xxxxxx, Bxxx Xxxxxxxxx, Dxxx Xxxxxx, Jxxxx Xxxxx, Oxxx Xxxxxxx, Bxxx Xxxxxxxxx, Txxxxx Xxxxxx, Bxxxx XxXxxxxx, Rxxxxxx Xxxxxx, Dxxxx Xxxxxx, Jxx Xxxx, Dxxxx X. Xxxxxxx, Gxxx Xxxxx and Dr. Jxxx Xxxxxx (collectively, the “Insider Purchasers”) have committed to purchase in the Private Placement from the Company an aggregate of 2,650,000 Warrants (“Insider Warrants” and, together with the shares of Common Stock underlying the Insider Warrants, the “Insider Securities”) at $1.00 per Warrant (for an aggregate purchase price of $2,650,000) at the Closing Time. The Insider Securities have been duly authorized for issuance and sale to the Insider Purchasers pursuant to the Subscription Agreements and, when issued and paid for in accordance with the Subscription Agreements entered into by the Insider Purchasers to purchase such Insider Securities, 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 Insider Securities 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 Insider Securities has been duly and validly taken. All of the proceeds received by the Company pursuant to the sale of the Insider Securities will be placed in the Trust Account. The Insider Warrants will be identical to the Warrants underlying the Securities except that if the Company calls the Warrants for redemption, the Insider Warrants will be exercisable on a cashless basis so long as they are still held by the Insider Purchasers or their affiliates. The Insider Purchasers have agreed that the Insider Warrants will not be sold or transferred by them until after the completion of a Business Combination. The Insider Warrants have been duly executed and delivered by the Company. The Insider Warrants, when issued and paid for by the Insider Purchasers pursuant to the Subscription Agreements, will constitute valid and binding agreements of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and will be enforceable against the Company in accordance with their terms.
Sample 1

Related to Insider Securities

  • Insider Warrants On the Closing Date, the Insider Purchasers shall have purchased the Insider Warrants and the purchase price for such Insider Warrants shall be deposited into the Trust Fund.

  • Aggregation of Registrable Securities All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

  • Allocation of Registrable Securities The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement.

  • Other Securities The Trustees may, subject to the Fundamental Policies and the requirements of the 1940 Act, authorize and issue such other securities of the Trust as they determine to be necessary, desirable or appropriate, having such terms, rights, preferences, privileges, limitations and restrictions as the Trustees see fit, including preferred interests, debt securities or other senior securities. To the extent that the Trustees authorize and issue preferred shares of any class or series, they are hereby authorized and empowered to amend or supplement this Declaration as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. Any such supplement or amendment shall be filed as is necessary. The Trustees are also authorized to take such actions and retain such persons as they see fit to offer and sell such securities.

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • Holders of Registrable Securities A Person is deemed, and shall only be deemed, to be a holder of Registrable Securities if such Person owns Registrable Securities or has a right to acquire such Registrable Securities and such Person is a Shareholder.

  • Registration of Other Securities Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

  • Registrable Securities As used herein the term "Registrable Security" means the Securities until (i) the Registration Statement has been declared effective by the Commission, and all Securities have been disposed of pursuant to the Registration Statement, (ii) all Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) all Securities have been otherwise transferred to holders who may trade such Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Agreement.

  • Additional Registrable Securities Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of the Sponsor and the Target Holders.

  • Restrictions on Public Sale by Holders of Registrable Securities Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

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