Private Placements. On the Closing Date, the Warrant Private Placement shall have been completed in accordance with Section 3.26.
Private Placements. Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Subscribers as contemplated hereby.
Private Placements. On the Closing Date, the Private Placement shall have been completed in accordance with Sections 1.4, 2.21.2, 2.21.3 and 3.26 of this Agreement.
Private Placements. 1.3.1. On April 8, 2021, the Company issued to an affiliate of LIV Capital Acquisition Sponsor II, L.P (the “Sponsor”), for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), shall be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the Insiders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the Insiders.
Private Placements. 1.3.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,725,000 Ordinary Shares (the “Insider Shares”) (up to 225,000 of which are subject to redemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Sh...
Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters, the “Initial Shareholders”) for aggregate consideration of $25,000 an aggregate of 2,875,000 Ordinary Shares (the “Founders’ Shares”) in private placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale or transfer of the Founders’ Shares. The Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.3 below). The holders of Founders’ Shares shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Shares in the event the Company fails to consummate an initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. Additionally, the holders of Founders’ Shares shall not have conversion rights with respect to the Founders’ Shares nor shall they be entitled to sell such Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Founders’ Shares shall be subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain their collective 20% ownership interest in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase by the Initial Shareholders of the Private Warrants and any shares purchased by them in the Offering).
Private Placements. 1.4.1. In February 2020, the Company issued to GigAcquisitions3, LLC (the “Sponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, in private placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue 5,000 shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, to each of Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and together, the “Insiders”). 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 Insider Letters. The holders of the Founder Shares 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, stock purchase, recapitalization, reorganization, or other similar business combination (“Business Combination”) within the required time period. The holders of the Founder Shares shall not have conversion rights with respect to the Founder Shares nor shall the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to a maximum of 750,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership in the Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase by the Sponsor of any units in the Offering.
Private Placements. 1.4.1. On January 1, 2020, the Company issued to LifeSci Holdings LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 2,156,250 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September 30, 2020, the Sponsor transferred 215,625 Insider Shares to Chardan Healthcare Investments LLC, (collectively with the Sponsor, the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 281,250 Insider Shares, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the purchase of any shares in the Offering.
Private Placements. 1.3.1. The Company issued an aggregate of 1,150,000 Ordinary Shares (the “Founder Shares”), for aggregate consideration of $25,000, in private placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). 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 held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Founder Shares (the “Insiders”) 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 a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any 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. The Insiders shall not have conversion rights with respect to the Founder Shares nor shall they be entitled to sell such Founder 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 150,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the Insiders’ initial ownership interest (approximately 23.22%) in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Shares, the Private Shares (defined below) and any shares purchased in the Offering by the Insiders).
Private Placements. 1.4.1. The Company issued to DeTiger Holdings Limited (the “Sponsor”) and the Company’s officers and directors (collectively, the “Insiders”), for aggregate consideration of $25,000, 1,725,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a 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. The Insiders shall not have conversion rights with respect to the Insider Shares. 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 Insider Shares shall be subject to forfeiture by the Sponsor. The Sponsor will be required to forfeit only a number of Ordinary Shares necessary to maintain the Insiders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Private Units and any shares purchased in the Offering).
