Placement Shares definition

Placement Shares shall have the meaning given in the Recitals hereto.

Placement Shares has the meaning given thereto in Section 2(a) hereof;

Placement Shares means the shares of Common Stock sold as part of the Placement Units; (v) “Placement Warrants” shall mean the aggregate of 250,000 Warrants to purchase up to an aggregate of 250,000 shares of the Common Stock that are included in the Placement Units; (vi) “Placement Units” shall mean the aggregate of 250,000 Units of the Company (each Placement Unit consists of one Placement Warrant and one Placement Share) sold in the Private Placement to the Sponsor and [CANTOR ENTITY] for an aggregate purchase price of $2,500,000; (vii) “Trust Account” shall mean the trust account into which net proceeds of the Offering and the Private Placement will be deposited; (viii) “Prospectus” shall mean the prospectus included in the registration statement filed by the Company in connection with the Offering, as supplemented or amended from time to time; (ix) “Private Placement” shall mean that certain private placement transaction occurring simultaneously with the closing of the Offering pursuant to which the Company has agreed to sell an aggregate of 250,000 Placement Units to FinTech Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and [CANTOR ENTITY]; (x) “Insiders” shall mean the Sponsor and its members, any holders of Founder Shares, any person who receives Placement Units or their underlying securities as a Permitted Transferee (except for Cantor Xxxxxxxxxx and [XXXXXX ENTITY]) or Founder Shares as a Permitted Transferee and each officer and director of the Company; and (xi) references to completion of the Offering shall exclude any exercise of the Underwriters’ over-allotment option.

Examples of Placement Shares in a sentence

• The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.

• Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”).

• The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule.

• It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein.

• The Company will advise the Agent promptly after it receives any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.

More Definitions of Placement Shares

Placement Shares mean the shares of Common Stock included within the Placement Units.

Placement Shares has the meaning assigned to such term in the recitals.

Placement Shares means the shares of Digital World Class A common stock included within the Placement Units purchased by the Sponsor in the Private Placement.

Placement Shares means the shares of New Beginnings Common Stock included in the Placement Units. “Placement Units” means the New Beginnings Units purchased in a private placement in connection with

Placement Shares means the 953,864 Shares issued by NovAtel to Offeror pursuant to the Private Placement;

Placement Shares means the CF II Class A Common Stock underlying the Placement Units. “Placement Units” means Units issued to the Sponsor in the Private Placement.

Placement Shares means the Tranche 1 Placement Shares or the Tranche 2 Placement Shares or both, as the context requires. PPS Act means the Personal Property Securities Axx 0000 (Cth).