Private Placement Notes Clause Samples

The Private Placement Notes clause governs the issuance and terms of debt securities that are sold directly to a select group of investors rather than through a public offering. Typically, this clause outlines the conditions under which such notes may be issued, including interest rates, maturity dates, and any covenants or restrictions applicable to the issuer. By specifying these terms, the clause facilitates private financing arrangements, allowing companies to raise capital efficiently while maintaining confidentiality and avoiding the regulatory requirements of public markets.
Private Placement Notes. (i) A default (other than a payment default) shall occur with respect to the Private Placement Notes (and such default shall not have been waived or cured), if the effect of such default is to accelerate the maturity of such Private Placement Notes or to permit the holder or obligee thereof (or a trustee on behalf of such holder or obligee) to cause such Private Placement Notes to become due prior to the stated maturity thereof, or (ii) any payments with respect to such Private Placement Notes shall not be paid when due (beyond any applicable grace period); or
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Private Placement Notes. In the event that any holder of the Target Private Placement Notes unconditionally and in writing waives its rights thereunder to require the redemption thereof as a result of the Acquisition, then the Commitments shall be automatically reduced by the Sterling Equivalent of the aggregate principal amount of such Target Private Placement Notes of such holder. The Borrower shall (within two Business Days thereof) notify the Administrative Agent on the date that it becomes aware of any such waiver.
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Private Placement Notes. To the extent the Private Placement Notes are to be funded pursuant to the Private Placement Note Purchase Agreement on the Commitment Effective Date, executed counterparts of the Private Placement Note Purchase Agreement and Private Placement Notes, and evidence that the Borrower has received, or will receive simultaneously on the Commitment Effective Date, proceeds of the Private Placement Notes in a principal amount of not less than $40,000,000.
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Private Placement Notes. Those certain 9.01% Secured, Non-Recourse Notes ----------------------- due December 5, 2001, issued by PGP pursuant to that certain Amended and Restated Note Agreement dated as of September 26, 1997, having a face amount, in the aggregate not exceeding $130,000,000.
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Private Placement Notes. At the written request of Parent, the Company shall, to the extent permitted by the terms thereof, take all actions reasonably requested by Parent that are necessary or advisable, including the delivery of all such notices, certificates and other documents pursuant to each note purchase agreement and each other agreement governing the respective Private Placement Notes, to repay all of the Private Placement Notes outstanding on the Closing Date in accordance with the applicable provisions of such agreements; provided that the Company shall not be required to provide any irrevocable notice or take any other irrevocable act regarding such repurchase unless (i) such action is taken simultaneously with the Merger being consummated and (ii) prior to the Company’s being required to take any of the actions described in this proviso, Parent shall have, or shall have caused to be, deposited with the trustee, or other appropriate recipient of such funds, under the applicable agreement governing the Private Placement Notes, sufficient funds to effect such repayment. The repayment of such Private Placement Notes shall not be required to be effective prior to the Effective Time and shall be expressly conditioned on the occurrence of the Effective Time. Parent hereby covenants and agrees to provide (or to cause to be provided) immediately available funds for the full payment at the Effective Time of all Private Placement Notes properly tendered and not withdrawn. The Company shall provide Parent with a reasonable period of time to review and comment on all notices, certificates and other documents to be delivered to holders of any of the Private Placement Notes (each of which notice, certificate and document shall be delivered contemporaneously to Parent) and each such notice, certificate and document shall be subject to the prior written approval of Parent. Notwithstanding any other provision of this Agreement, the Company shall have no obligation under any such notice, certificate or other document until the Effective Time, and Parent shall upon request by the Company promptly reimburse the Company for all reasonable out-of-pocket costs incurred by the Company in connection with the repayment of the Private Placement Notes and shall indemnify and hold harmless the Company and its Representatives for and against any and all losses suffered or incurred by them, or to which any of the Company or its Representatives may become subject, arising out of or in any way in conn...
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Private Placement Notes. Upon their original issuance, Private Placement Notes shall be issued in the form of one or more Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC, for credit by DTC to the respective accounts of Beneficial Owners of the Notes represented thereby (or such other accounts as they may direct). The aggregate principal amount of any Global Note representing the Private Placement Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary for such Global Note, as provided in 0, which adjustments shall be conclusive, absent manifest error, as to the aggregate principal amount of any such Private Placement Notes. Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note, are collectively herein called the "Restricted Global Note".
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Related to Private Placement Notes

  • Private Placement Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

  • Private Placements 1.4.1. In November 2024, the Company issued an aggregate of 1,725,000 ordinary shares to RedOne Investment Limited (the “Sponsor”) for an aggregate purchase price of $25,000, or approximately $0.014 per share, including an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) (the “Founder Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1). The holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses, (ii) shall not be entitled to exercise any redemption rights with respect to such Founder Shares and (iii) shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment Option (excluding any shares purchased in the Offering, any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)). 1.4.2. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Private Placement Units Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 266,500 Units (or 280,000 Units if the Over-Allotment Option is exercised in full) (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.

  • Private Placement Warrants The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

  • Private Placement Proceeds On the Closing Date, the Company shall cause to be deposited proceeds from the Unit Private Placement into the Trust Account, or such other amount such that the amount of the funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. On the Option Closing Date, if any, the Company shall cause to be deposited an amount of additional proceeds from the additional Placement Units sold on the Option Closing Date into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering.

  • Warrant Private Placement Simultaneously with the Closing, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Purchase Agreement (as defined below) an aggregate of 7,300,000 warrants of the Company (collectively, the “Placement Warrants”) in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.