Private Placement Amount definition
Examples of Private 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”).
The portion of the Private Placement Amount issued to each Investor and the securities issuable upon exercise or conversion thereof will be acquired by such 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.
As of the date of this Agreement, no Investor has notified SPAC in writing of its intention to terminate all or any portion of the Private Placement Amount or not to provide the financing contemplated thereunder.
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.
No fees, consideration or other discounts are payable or have been agreed by Parent or any of its Affiliates to any Subscriber in respect of its portion of the Private Placement Amount, except as set forth in the Subscription Agreements.
SPAC shall have delivered to the Company a true, correct and complete copy of each of the fully executed Subscription Agreements as in effect as of the date hereof, pursuant to which the Investors have collectively committed, on the terms and subject to the conditions therein, to purchase an aggregate of 15,600,000 SPAC Ordinary Shares for $10.00 per share for the Private Placement Amount.
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.