Private Placements Sample Clauses
The Private Placements clause governs the process by which securities are offered and sold to a select group of investors rather than to the public at large. Typically, this clause outlines the eligibility criteria for investors, such as requiring them to be accredited or institutional investors, and details the procedures and restrictions associated with such offerings, including limitations on resale and disclosure requirements. Its core function is to facilitate the efficient raising of capital while ensuring compliance with securities regulations and reducing the administrative burden associated with public offerings.
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 In August 2019, the Company issued to Greenrose Associates LLC (the “Sponsor”) an aggregate of 4,312,500 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 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 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. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor 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 562,500 Insider Shares, as is necessary to maintain the Sponsor’s 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 issuance of the Private Units and the purchase of any shares in the Offering.
1.3.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting...
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. 1.4.1. The Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement (collectively, the “Insiders”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock (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 315,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock necessary to maintain their 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units and any shares purchased in the Offering).
1.4.2. The Insiders and the Representative have committed, pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 private Units (the “Sponsor Units”) at a purchase price of $ per Sponsor Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for the Sponsor Units to be sold in the Private Placement is being held in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to t...
Private Placements. 1.3.1. The Company issued an aggregate of 1,150,000 Class B ordinary shares, par value $0.0001 per share (the “Class B Shares”), for aggregate consideration of $25,000, to Xiaosen Sponsor LLC (the “Sponsor”) 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”). In August 2021, the Company issued a share dividend of 0.25 shares for each Class B Share outstanding, resulting in the Sponsor holding 1,437,500 Class B Shares. In January 2023, the Company effected a share dividend of 0.2 shares for each Class B Share outstanding, resulting in the Sponsor holding 1,725,000 Class B Shares and thereafter redesignated our issued and outstanding Class B Shares into Ordinary Shares (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. 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 225,000 of the Founder Shares shall be required to be forfeited by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s shares held by the holders of Founder Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative’s Shares (defined below), the Private Shares (defined below) and the purchase of any Firm Units in the Offering by the Insiders.
1.3.2. In July 2020,...
Private Placements. 1.4.1. In November 2022, March 2023 and January 2024, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management 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) and the Representative’s Shares) (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”) and any Representative’s Shares).
1.4.2. Simultaneously with the Closing Date, t...
Private Placements. 1.3.1. Prior to the Offering, the Company issued to SportsMap, LLC (the “Sponsor”), an affiliate of the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”) 2,300,000 shares of common stock 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”). Also prior to the Offering, the Company issued to the Representative and its designees (collectively, the “▇▇▇▇ Designees”) 575,000 shares of common stock (together with the shares issued to the Insiders, the “Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of 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 are subject to restrictions on transfer as set forth in the Registration Statement. The Insiders and ▇▇▇▇ Designees 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, 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 Insiders and ▇▇▇▇ Designees 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 375,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the collective 20% ownership interest in the Common Stock of the Insiders and ▇▇▇▇ Designees after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (excluding any shares purchased in the Offering by the Insiders and ▇▇▇▇ Designees and the Private Shares (defined below)).
1.3.2. The ▇▇▇▇ Designees further agree that they will not sell, transfer, assign, pledge or hypothecate any of the Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective da...
Private Placements. 1.4.1 In connection with the Company’s organization, the Company issued to M III Sponsor I LLC (“M III LLC”), for an aggregate consideration of $25,000, 3,593,750 shares of Common Stock (the “Founder Shares”) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On November 5, 2015 the Company effectuated a 1.760-for-1 stock split in the form of a dividend. Thereafter, a portion of the shares were cancelled, resulting in an aggregate of 4,312,500 founder shares outstanding (up to 562,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). Prior to the date hereof, M III LLC transferred certain of the Founder Shares pursuant to a share transfer agreement (“Share Transfer Agreement”) to certain of the other Insider Stockholders as well as to M III Sponsor I LP (“M III LP” and together with M III LLC, the “Sponsor”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) when the closing price of the shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or earlier, in each case, if, subsequent to the Business Combination, the Company (1) consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property or (2) consummates a consolidation, merger or other transaction in which the Company is the surviving entity but which results in a change in the majority of the Company’s board of directors or management team. The Insider Stockholders 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 Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of ...
Private Placements. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), (x) an aggregate of 1,000,000 (the “$15 Exercise Price Warrants”) at a purchase price of $0.10 per $15 Exercise Price Warrant, and (z) 265,000 units (the “Private Units”), each Private Units consisting of one share of Common Stock (the “Private Placement Shares”) and one-half of one warrant (the “Private Warrants” and, together with the $15 Exercise Price Warrants, the “Private Placement Warrants”), in private placements intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placements described in this Section 1.4.2 are referred to herein as the “Private Placements.” Except as described in the Registration Statement, none of the Private Placement Warrants (or shares of Common Stock underlying the Private Placement Warrants) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. A portion of the proceeds from the sale of the Private Placement Warrants will be deposited into the Trust Account.