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. 1.6.1 In March 2025, the Company issued to MFH 1, LLC, a Delaware limited liability company (the “Sponsor”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 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 Founder Shares. The Founder Shares shall be held in escrow and 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 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. The Sponsor shall not have redemption rights with respect to the Founder Shares nor shall it 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 1,607,143 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below)).
1.6.2 Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, pursuant to the Private Units Purchase Agreement (as defined in Section 2.24.2 below) in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitl...
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 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 Insider Private Placement and Warrant Private Placement shall have been completed in accordance with Section 1.4 and Section 3.26 of this Agreement.
Private Placements. 1.4.1 In connection with the Company’s organization, the Company issued to its initial stockholders (the “Insider Stockholders”), for an aggregate consideration of $25,000, 2,875,000 shares of Common Stock 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”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). 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 below), none of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) with respect to 50% of such Insider Shares, the earlier of one year after the date of consummation of the Business Combination and the date on which the closing price of the Common Stock equals or exceeds $12.50 for any 20 trading days within a 30-trading pay period following the consummation of the Business Combination and (ii) with respect to the remaining 50% of such Insider Shares, one year after the date of the consummation of the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction resulting in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider 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 a Business Combination. The Insider Stockholders shall not have redemption 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 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect ...
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. 1.3.1. On August 11, 2020, the Company issued to Astrea Acquisition Sponsor LLC (the “Sponsor”), for aggregate consideration of $25,000, 4,312,500 shares of common stock (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 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. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 of the Insider Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% ownership interest in the Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)).
1.3.2. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 430,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” 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 the Act. The terms of the Private Uni...