PIPE Transaction definition

PIPE Transaction means a private placement of equity securities (including, without limitation, pursuant to this Agreement and, as applicable, any other Forward Purchase Agreement) in connection with and by a party to the Company’s initial Business Combination, to institutional accredited investors solely in their capacity as such, and not due to the unique status of an investor (or any affiliate thereof) in relation to the Business Combination or in relation to a party thereto other than the Company, such status including but not limited to (a) an existing ownership interest in any party to the Business Combination other than the Company, (b) an intended cornerstone interest in the post-transaction company, as evidenced by governance rights, transfer restrictions, or other terms and conditions (other than registration rights) not generally applicable to the holders of securities of the post-transaction company, (c) an existing or intended material or strategic commercial relationship with the post-transaction company, or (d) the role of such investor (or any affiliate thereof) in the origination of such Business Combination.

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PIPE Transaction means any treasury offering of subscription receipts of the Corporation on a brokered or non-brokered private placement basis, whereby each such subscription receipt will entitle the holder thereof to ultimately receive one Common Share on or around the closing date of the Qualifying Transaction.

PIPE Transaction means the sale of an Equity Security in a private offering by the Company.

Examples of PIPE Transaction in a sentence

• If any PIPE Transaction is consummated in which Ares is the sole investor, the adjustments set forth in clauses (c)(i) through (iii) shall not apply.

• If the Conversion Price is adjusted in accordance with clause (c)(i) or (c)(ii) of the definition of Conversion Price, the type of Equity Securities a Lender receives in accordance with this Section 16.1 shall be the same as are issued in the applicable PIPE Transaction.

• If in connection with any PIPE Transaction (other than in a transaction contemplated by clause (iv) below) Warrants are issued, then, in connection with the conversion of a Lender’s portion of the Loan, a Lender shall be entitled to receive an amount of Warrants equal to the Warrants that an investor in such PIPE Transaction would be entitled to receive had such investor invested an amount in such PIPE Transaction equal to the amount of the Loan being so converted divided by 90%.

• If there are multiple forms of PIPE Transactions involving different types of securities, Ares (or, if Ares is no longer a Lender, the Required Lenders) shall be entitled to choose the lowest conversion price available in such PIPE Transaction as the Conversion Price.

• Such Warrants shall be on substantially identical terms to those issued to investors in such PIPE Transaction.

More Definitions of PIPE Transaction

PIPE Transaction has the meaning set forth in Section 9.9(a).

PIPE Transaction means the conveyance, transfer, and assignment of an aggregate of 6,000,000 of the CGSH-Held Common Units to institutional investors at a price per Common Unit of $22.00, for aggregate cash proceeds of $132,000,000, pursuant to the PIPE Transaction Agreement.

PIPE Transaction means a private placement of equity securities of the Company in connection with the Company’s initial Business Combination to institutional accredited investors solely in their capacity as such, and not due to the unique status of an investor (or any affiliate thereof) in relation to the Business Combination or in relation to a party thereto other than the Company, such status including but not limited to (a) an existing ownership interest in any party to the Business Combination other than the Company, (b) an intended cornerstone interest in the post-transaction company, as evidenced by governance rights, transfer restrictions, or other terms and conditions (other than registration rights) not generally applicable to the holders of securities of the post-transaction company, (c) an existing or intended material or strategic commercial relationship with the post-transaction company, or (d) the role of such investor (or any affiliate thereof) in the origination of such Business Combination.

PIPE Transaction means the private placement transaction contemplated by those certain Subscription Agreements, each dated as of May 26, 2025, by and among the Company, AEI and certain investors party thereto.

PIPE Transaction means the offer and sale of equity securities, and/or securities convertible, exercisable and/or exchangeable into or for equity securities, in a transaction exempt from the registration requirements of the Securities Act, by an issuer whose common stock (or class thereof) is registered pursuant to Section 12 of the Exchange Act or otherwise publicly traded or contemplated to be publicly traded.

PIPE Transaction means the private placement of Class A ordinary shares of SPAC issued pursuant to the Subscription Agreements

PIPE Transaction has the meaning set forth in Section 4.1;