Placement Units definition
Placement Units shall have the meaning given in the Recitals hereto.
Placement Units means the 720,000 units of the Company, each representing one Class A Ordinary Share and one-fourth of one Placement Warrant that the Sponsor and Clear Street have, severally and not jointly, agreed to purchase for an aggregate purchase price of $7,200,000, at $10.00 per unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering, the proportion of which are to be acquired by the Sponsor and Clear Street as disclosed in the Prospectus; (vi) “Placement Shares” shall mean the Ordinary Shares underlying the Placement Units; (vii) “Placement Warrants” shall mean the Warrants to purchase an aggregate of 180,000 Ordinary Shares of the Company underlying the Placement Units; (viii) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (ix) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (x) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
Placement Units means the aggregate of 375,000 Units of the Company (each Placement Unit consists of one Placement Warrant and one Placement Share) sold in a private placement simultaneous with the Offering for an aggregate purchase price of $3,750,000 to Sponsor, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and Cowen; (vii) “Trust Account” shall mean the trust account into which a portion of the 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 transactions occurring simultaneously with the closing of the Offering pursuant to which the Company has agreed to sell (A) 231,250 Placement Units to Chart Acquisition Group LLC, a Delaware limited liability company (the “Sponsor”), (B) 12,500 Placement Units to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and (C) 131,250 Placement Units to Cowen Overseas Investment LP, a Cayman Islands limited partnership (“Cowen”); and (x) “Tendered Warrants” shall mean an aggregate of up to 3,750,000 Public Warrants to be purchased by the Warrant Purchasers in connection with the Warrant Tender Offer; and (xi) “Insiders” shall mean the Sponsor, any holder of the Placement Units, or its underlying securities or Founder Shares, any of their respective Permitted Transferees and each officer and director of the Company.
Examples of Placement Units in a sentence
The Private Placement Units shall be eligible to be separated into their component Class A Shares and Warrants on the Detachment Date.
The Company has duly authorized the issuance and sale of the Private Placement Units to the Purchaser.
Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Units, the Private Placement Shares and Private Placement Warrants comprising such units, and Private Placement Warrant Shares will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
The Subscriber understands the Placement Units are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.
The Company and Sponsor have entered into a Private Placement Unit Purchase Agreement, the form of which is filed as an exhibit to the Registration Statement (the “Private Placement Unit Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Units as provided for in such Private Placement Unit Purchase Agreement.
More Definitions of Placement Units
Placement Units means the aggregate of 540,000 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 ▇▇▇▇▇▇▇▇▇▇ for an aggregate purchase price of $5,400,000; (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 540,000 Placement Units to Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (x) “Sponsor” shall mean, collectively, Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company, and Dioptra Advisors II, LLC, a Delaware limited liability company, (xi) “Insiders” shall mean the Sponsor and its members, any holders of Founder Shares, any person who receives Placement Units, Founder Shares or their respective underlying securities as a Permitted Transferee (except for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) and each officer and director of the Company; and (y) references to completion of the Offering shall exclude any exercise of the Underwriters’ over-allotment option.
Placement Units means 1,133,484 units issued to ARC in the Private Placement (including the additional units purchased after the Digital World IPO in connection with underwriters’ exercise of the over-allotment option to purchase additional securities). Each Placement Unit consisted of one Placement Share and one-half of one Placement Warrant.
Placement Units means the aggregate of 361,000 Units (or up to 376,000 Units depending on the extent to which the underwriters’ over-allotment option is exercised), of the Company (each Placement Unit consists of one Placement Warrant to purchase one Placement Share and one Placement Share) sold in the Private Placement to the Sponsor for a purchase price of $3,610,000 (or up to $3,760,000 depending on the extent to which the underwriters’ over-allotment option is exercised); (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 361,000 Placement Units (or up to 376,000 Placement Units depending on the extent to which the underwriters’ over-allotment option is exercised),to Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company; (x) “Sponsor” shall mean Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company; (xi) “Insiders” shall mean the Sponsor and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team; and (y) references to completion of the Offering shall exclude any exercise of the Underwriters’ over-allotment option.
Placement Units means the aggregate of 1,400,000 Units of the Company (each Placement Unit consists of one-fourth of a Placement Warrant and one Placement Share) sold in the Private Placement for an aggregate purchase price of $14,000,000; (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 1,400,000 Placement Units to FTAC Zeus Sponsor, LLC, a Delaware limited liability company; (x) “Sponsor” shall mean, collectively, FTAC Zeus Sponsor, LLC, a Delaware limited liability company, and FTAC Zeus Advisors, LLC, a Delaware limited liability company, (xi) “Insiders” shall mean the Sponsor, any holders of Founder Shares, any person who receives Placement Units, Founder Shares or their respective underlying securities as a Permitted Transferee and each officer and director of the Company; and (y) references to completion of the Offering shall exclude any exercise of the Underwriters’ over-allotment option.
Placement Units means the 499,643 units (or up to 555,893 units if the over-allotment option is exercised in full) of the Company, each comprised of one Class A Ordinary Share and one-half of one Placement Warrant that the Sponsor has agreed to purchase for an aggregate purchase price of $3,700,001 (or up to $4,093,751 if the over-allotment option is exercised in full), at $10.00 per unit for the first 67,500 units purchased (whether or not the over-allotment option is exercised in full) and at a price of $7.00 per unit for any additional unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Placement Shares” shall mean the 499,643 Class A Ordinary Shares (or up to 555,893 Class A Ordinary Shares if the Underwriters’ over-allotment option is exercised in full) comprising part of the Placement Units; (vii) “Placement Warrants” shall mean the 249,821 warrants (or up to 277,946 warrants if the underwriters’ over-allotment option is exercised in full) comprising part of the Placement Units, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus; (viii) “Working Capital Shares” shall mean the Class A Ordinary Shares comprising part of the Working Capital Units; (ix) “Working Capital Warrants” shall mean the warrants comprising part of the Working Capital Units, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus; (x) “Working Capital Units” shall mean Private Placement-equivalent Units that may be issued in connection with the conversion of any working capital loans; (xi) “Extension Shares” shall mean the Class A Ordinary Shares comprising part of the Extension Units; (xii) “Extension Warrants” shall mean the warrants comprising part of the Extension Units, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus; (xiii) “Extension Units” shall mean the Private Placement-equivalent units that may be issued in connection with the conversion of any extension loans; (xiv) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (xv) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and ...
Placement Units means the aggregate of 300,000 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ for an aggregate purchase price of $3,000,000; (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 300,000 Placement Units to FinTech Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) or Founder Shares as a Permitted Transferee and each officer and director of the Company; and (y) references to completion of the Offering shall exclude any exercise of the Underwriters’ over-allotment option.
Placement Units means the aggregate of up to 891,500 Units of the Company (each Placement Unit consists of one-half of one Placement Warrant and one Placement Share) sold in the Private Placement to the Sponsor, Cantor and CCM for an aggregate purchase price of up to $8,915,000; (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 up to 891,500 Placement Units to Phoenix Biotech Sponsor, LLC, a Delaware limited liability company, Cantor and CCM; (x) “Sponsor” shall mean, Phoenix Biotech Sponsor, LLC, a Delaware limited liability company; (xi) “Insiders” shall mean the Sponsor and its members, any holders of Founder Shares, any person who receives Placement Units, Founder Shares or their respective underlying securities as a Permitted Transferee and each officer and director of the Company; and (y) references to completion of the Offering shall exclude any exercise of the Underwriters’ over-allotment option.