Placement shall have the meaning ascribed to such term in Section 2(c).
Placement Agreement means the Placement Agreement relating to the offering and sale of Capital Securities in the form of Exhibit C.
Placement Agency Agreement means that certain Placement Agency Agreement by and between the Company and the Placement Agent, dated as of the date hereof.
Permanent foster care placement means the place of residence in which a child resides and in
Foster care placement means placement of a child through (i) an agreement between the parents or
Public Equity Offering means an underwritten public offering of Qualified Capital Stock of the Company pursuant to a registration statement filed with the Commission in accordance with the Securities Act.
TERMINATION OF THE INITIAL PUBLIC OFFERING means the earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Company or (ii) the date on which all shares of stock offered in the Initial Public Offering are sold, excluding warrants, if any, offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan.
Placement Agents shall have the meaning set forth in the preamble.
COMMENCEMENT OF THE INITIAL PUBLIC OFFERING means the date that the Securities and Exchange Commission declares effective the registration statement filed under the Securities Act for the Initial Public Offering.
Underwritten Securities shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each offering of Underwritten Securities through you or through an underwriting syndicate managed by you will be governed by this Agreement, as supplemented by the applicable Terms Agreement.
Placement Warrants shall have the meaning given in the Recitals hereto.
Placement Shares shall have the meaning given in the Recitals hereto.
Private Securities Transaction means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authority’s (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded.
Equity Offering means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:
Public Offering means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).
Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).
Placement Agent means X.X. Xxxxxxxxxx & Co., LLC.
Private Sale means the 23,562,677 Backstop Consideration Shares purchased directly by the Rights Offering Sponsors.
Community placement means that period during which the
Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock under the Act.
Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.
Subsequent Placement means the sale, grant of any option to purchase, or other disposition of by the Company, directly or indirectly, of any of the Company’s or its Subsidiaries’ equity or equity equivalent securities, including, without limitation, any Convertible Securities, Options, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Convertible Securities or Options.
Private Placement Agreement has the meaning set forth in Annex A hereto.
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.
Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e).