Private Placement Party definition

Private Placement Party means an Initial Private Placement Party or an Additional Private Placement Party.
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Private Placement Party or “Private Placement Parties”
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Private Placement Party or “Private Placement Parties” Page 1 (1st paragraph)
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Examples of Private Placement Party in a sentence

  • Any Defaulting Private Placement Party shall be liable to each non-Defaulting Private Placement Party, the Company and the Reorganized Company as a result of any breach of its obligations hereunder.

  • The Company agrees to pay all reasonable and documented out-of-pocket expenses incurred by each Private Placement Party in connection with the negotiation, documentation and consummation of the Transaction (including, without limitation, any fees, charges and disbursements of legal counsel).

  • The Merger Agreement shall be governed and interpreted and construed by the laws of Japan.

  • Such withdrawing Initial Private Placement Party thereafter will have no rights or obligations as an Initial Private Placement Party under this Agreement or as an Initial Commitment Party under the Backstop Commitment Agreement.

  • Each Private Placement Party shall have delivered and paid an amount equal to the aggregate Per Share Purchase Price for such Private Placement Party’s Private Placement Percentage of the Private Placement Shares.

  • Except for the representations and warranties expressly set forth in this Agreement or any other Transaction Agreement, such Private Placement Party has independently evaluated the merits and risks of its decision to enter into this Agreement and disclaims reliance on any representations or warranties, either expressed or implied, by or on behalf of any of the Debtors.

  • The Private Placement Ticking Premium shall be payable to the Private Placement Parties (including any Replacing Private Placement Party, but excluding any Defaulting Private Placement Party) or their designees based upon their respective Private Placement Commitment Percentages as of the Effective Date.

  • For the avoidance of doubt, each Phase Two Private Placement Party will be subject to the dilution protections as set forth in the Private Placement Commitment Percentage.

  • Such Private Placement Party has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver this Agreement and each other Transaction Agreement to which such Private Placement Party is a party and to perform its obligations hereunder and thereunder and has taken all necessary action (corporate or otherwise) required for the due authorization, execution, delivery and performance by it of this Agreement and the other Transaction Agreements.

  • The Consideration Notes shall be issued to the Private Placement Party concurrently with the issuance of the New Money First Lien Issuer Notes purchased by the Private Placement Party hereunder.


More Definitions of Private Placement Party

Private Placement Party has the meaning set forth in the Preamble or, solely in the event of a continuing Private Placement Party Default, the Replacement Private Placement Parties, if any.
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Private Placement Party has the meaning set forth in the Private Placement Agreement.
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Related to Private Placement Party

  • Private Placement (or “limited offering”) means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.

  • Private place means a location which, at the time alcoholic beverages are kept, dispensed, or consumed, meets all of the following criteria:

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • Private Placement Agreement has the meaning set forth in Annex A hereto.

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

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Private Placement Lock-up Period means, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.

  • Private Placement Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Interstate placement means the arrangement for the care of a child in an adoptive home, foster care placement or in the home of the child's parent or with a relative or nonagency guardian, into or out of the Commonwealth, by a child-placing agency or court when the full legal right of the child's parent or nonagency guardian to plan for the child has been voluntarily terminated or limited or severed by the action of any court.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • private party means a party to a PPP agreement, other than –

  • Foster care placement means placement of a child through (i) an agreement between the parents or

  • Released Securities means Shares of Restricted Stock with respect to which all applicable restrictions have expired, lapsed, or been waived.

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • Positive placement means that the graduate is employed full or part-time in the profession or in a related field; or continuing his/her education; or serving in the military. A related field is one in which the individual is using cognitive, psychomotor, and affective competencies acquired in the educational program.

  • Placement Agent means X.X. Xxxxxxxxxx & Co., LLC.

  • Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.

  • Private partner means any entity that is a partner in a public-private partnership other than:

  • Private Key means the key of a key pair used to create a digital signature;

  • Permanent foster care placement means the place of residence in which a child resides and in

  • Securities Lending Agreement means an agreement under which a local agency agrees to transfer securities to a borrower who, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral.

  • 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.

  • Placement Warrants shall have the meaning given in the Recitals hereto.

  • Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.