Placement Securities definition
Examples of Placement Securities in a sentence
The Company represents, warrants, covenants and agrees that neither the Company, nor any of its subsidiaries or Affiliates, has taken or shall take any action prohibited by Regulation M under the 1934 Act, in connection with the offer, sale and delivery of the Placement Securities contemplated hereby.
The decision of each Investor to purchase Placement Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor.
Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required to be or may be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Public Securities pursuant to the Registration Statement or the Placement Securities in the Unit Private Placement.
The Placement Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.
The Company has not entered into any side letter or similar agreement with any Investor pursuant to which such Investor has been or will be granted any terms relating to the Placement Securities or the registration therefore that are more favorable to such Investor than the terms granted to each other Investor.
The issuance and sale of the Placement Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security.
The Company has no other agreements or understandings (including, without limitation, side letters) with any Investor to purchase Placement Securities on terms more favorable to such Investor than as set forth herein.
No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein.
The Placement Securities are being purchased by such Investor in the ordinary course of its business.