Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except that (a) the Private Placement Shares will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below), or an exemption from registration is available and the restrictions described above in clause (a) have expired.
Terms of the Private Placement Shares. (i) The Private Placement Shares shall be subject to a letter agreement, dated as of the date hereof, by and among the Purchaser, the Company and certain of the Company’s directors and officers (a “Letter Agreement”).
Terms of the Private Placement Shares. At the time of, or prior to, the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.
Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except: (a) as provided in that letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, the Purchaser and each of the Company’s officers, directors and director nominees, and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in the Letter Agreement and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired.
Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except that (a) the Private Placement Shares will not, except in limited circumstances, be transferable, assignable or salable until 30 days after the Company has completed a merger, share exchange, asset acquisition, share repurchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”) (consistent with the terms of the letter agreement to be entered into by and among the Company, the Purchaser and the other parties thereto in connection with the Public Offering (the “Letter Agreement”)), and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after (i) the expiration of the lockup described above in clause (a) and (ii) they are registered pursuant to the Registration Rights Agreement (as defined below), or an exemption from registration is available.
Terms of the Private Placement Shares. The Private Placement Shares shall have terms identical to those of the public shares issued in the Public Offering (except as otherwise described in registration statement relating to the public offering (the “Registration Statement”) and the prospectus relating thereto). At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares. Pursuant to the Registration Rights Agreement, the Purchaser may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the Registration Statement and may not exercise its demand rights on more than one occasion.
Terms of the Private Placement Shares. (i) The Private Placement Shares shall have the same terms as the Shares issued in the Public Offering, except with respect to transferability, as set forth in a Letter Agreement to be entered into by the Company, Purchaser and the other parties thereto in connection with the Public Offering (a “Letter Agreement”).
Terms of the Private Placement Shares. (i) On the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.
Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except: (a) as provided in that letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, the Purchaser, Northland Securities, Inc. and each of the Company’s officers, directors and other signatories thereto, and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act (as defined below) and will become freely tradable only after the expiration of the lockup described below and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired.
Terms of the Private Placement Shares. The Private Placement Shares shall have terms identical to those of the public shares issued in the Public Offering (except as otherwise described in Registration Statement and the prospectus relating thereto). At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.
