Placement Amount definition
Examples of Placement Amount in a sentence
The Company shall pay any and all documentary, stamp and similar issuance or transfer tax due on the issuance of the Private Placement Amount.
The purchase and sale of the Private Placement Amount pursuant to this Section 2.01 is referred to as the “Placement”.
Assuming the accuracy of the representations and warranties of the Investors set forth in Article 4, the sale and issuance of the Private Placement Amount pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act.
Subject to Section 3.2, in consideration for the Private Placement Commitment and the other agreements of the Private Placement Parties in this Agreement, the Company shall pay or cause to be paid to the Private Placement Parties a nonrefundable aggregate premium equal to $60,000,000, which represents 8.0% of the Private Placement Amount (the “Private Placement Commitment Premium”).
In addition to the Initial Shares to be distributed to the holders of Company Preferred Stock pursuant to subsection 2.1(b)(i)(B) above, on December 31, 1998 (the "Second Payment Date"), the holders of Company Preferred Stock shall be entitled to receive Additional Shares having an aggregate Fair Market Value as of the Second Payment Date equal to the Merger Consideration, as adjusted, less the Initial Placement Amount (the "Second Payment Amount"), up to but not exceeding the Preference Amount.
In the event the Adjusted Placement Amount shall exceed $30,000,000 (the "Initial Placement Ceiling") then the aggregate amount of the Merger Consideration, as adjusted, to be paid under this Agreement shall be increased by 50% of the difference between the Adjusted Placement Amount and $30,000,000 (the "Initial Placement Ceiling Adjustment").
Further to the Placement Notice received on , we understand that the number of Common Shares to which the Placement Notice refers does not exceed the Placement Amount.
At Closing of a Private Placement, the Company will pay the Advisor a cash fee equal to a percentage of the Placement Amount, or at the Advisor’s option, a percentage of the same security privately placed, according to Schedule A attached hereto, for equity (or securities convertible, exchangeable or redeemable into equity), also for mezzanine capital (includes non-convertible senior debt with an equity component or subordinated debt with or without an equity component).
The Private Placement Amount issued to Investor and the securities issuable upon exercise or conversion thereof will be acquired Investor for its own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof.
Assuming the accuracy of the representations and warranties of Investor set forth in Article 4, the sale and issuance of the Private Placement Amount pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act.