Private Placement of Shares Sample Clauses

Private Placement of Shares. (i) Neither the Trust nor any of its affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)) has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) that is or will be integrated with the sale of the Shares in a manner that would require registration of the Shares under the Securities Act.
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Private Placement of Shares. (a) The Placement Agent understands and agrees that Shares of the Series may only be offered and sold to other investment companies, registered broker-dealers, insurance company separate accounts, common or commingled trust funds, group trusts or similar organizations or entities or persons ("Qualified Investors") that are "accredited investors" within the meaning of Regulation D under the Securities Act of 1933, as amended ("1933 Act"), in private placement transactions that do not involve a "public offering" within the meaning of Section 4(2) of the 1933 Act ("Private Placements").
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Private Placement of Shares. 1. Delivery - please deliver the Shares to: ____________________________________
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Private Placement of Shares. All of the shares of Acquiror Stock issued in exchange for the outstanding shares of Company Common Stock held by the Stockholders in connection with the Merger will be subject to the restrictions upon transfer of such shares as imposed on unregistered shares by the rules of the Securities and Exchange Commission. The Acquiror Stock issued in connection with the Merger will be “restricted securities” under the Securities Act and Rule 144 promulgated thereunder and may only be sold or otherwise transferred pursuant to an effective registration statement under the Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
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Private Placement of Shares. Solely in the event that there are insufficient subscription rights available to the Lender (whether by exercise of its basic subscription right or its over-subscription privilege) to purchase $5,000,000 of Shares in the Rights Offering, immediately following the closing of the Rights Offering, the Borrower shall issue in a private placement to Lender, and the Lender shall subscribe for, that number of Shares equal to (i) (a) $5,000,000, minus (b) the aggregate subscription price paid by the Lender in the Rights Offering for Shares purchased therein, divided by (ii) the subscription price per whole Share set forth in the Rights Offering (such Shares, the “Private Placement Shares”). The Private Placement Shares shall be issued at a price per Share equal to the subscription price per whole Share set forth in the Rights Offering.
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Private Placement of Shares. The Parties represent and acknowledge that Buyer was not contacted by any form of public solicitation by Sellers and both Buyer and Sellers have privately negotiated this Agreement.
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Private Placement of Shares. The shares of Purchaser Common Stock issuable hereunder shall be issued in a private placement in accordance with applicable federal and state securities laws and will not be registered for resale under the Securities Act.
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Related to Private Placement of Shares

  • 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:

  • Authorization of the Private Placement Warrants The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • 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.

  • Terms of the Private Placement Warrants (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).

  • Private Placements On the Closing Date, the Warrant Private Placement shall have been completed in accordance with Section 3.26.

  • Replacement of Shares If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.

  • Warrant 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), an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the 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 Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

  • Purchase and Sale of the Private Placement Warrants On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date. On the Initial Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Over-allotment Closing Date Closing Date. On the Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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