Private Placement Shares definition
Private Placement Shares shall have the meaning given in the Recitals hereto.
Private Placement Shares means the 525,275 shares of Common Stock comprising the Private Placement Units (or up to 585,275 shares of Common Stock if the over-allotment option is exercised in full); (vi) “Private Placement Units” shall mean the 525,275 units to be purchased by the Sponsor, or up to 585,275 units if the over-allotment option is exercised in full, each comprised of one share of Common Stock and one warrant to purchase one share of Common Stock, that the Sponsor has agreed to purchase for an aggregate purchase price of $5,252,750 (or up to $5,852,750 if the over-allotment option is exercised in full), or purchase price of $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) “Private Placement Warrants” shall mean the Warrants to purchase up to 525,275 shares of Common Stock (or up to 585,275 shares of Common Stock if the over-allotment option is exercised in full) comprising the Private Placement Units; (viii) “Public Stockholders” 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 and the sale of the Private Placement Units shall be deposited; and (x) “Transfer” shall mean the (a) sale or assignment 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 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (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).
Private Placement Shares means the shares of Common Stock comprising the Private Placement Units.
Examples of Private Placement Shares in a sentence
Simultaneously with the closing of the Over-allotment Option, the Sponsor will purchase from the Company pursuant to a Private Placement Shares Purchase Agreement up to an additional 36,563 Private Placement Shares at a purchase price of $10.00 per Private Placement Shares, intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act.
On the Closing Date and the Option Closing Date, as applicable, the Private Placement Shares have been purchased as provided for in the Private Placement Shares Purchase Agreement and the requisite portion of the purchase price for such securities specified herein and therein shall be deposited into the Trust Account.
No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Private Placement Shares will be paid to any FINRA member participating in the Offering, or any persons associated or affiliated with a member of FINRA participating in the Offering, except as specifically authorized herein.
The Company shall not amend, modify or otherwise change the Trust Agreement, Registration Rights Agreement, Private Placement Shares Purchase Agreement, the Services Agreement, or the Insider Letter without the prior written consent of the Representative.
Upon consummation of the Offering, approximately $600,000 of the net proceeds from the sale of Ordinary Shares and Private Placement Shares will be released to the Company and held outside of the Trust Account to fund the working capital requirements of the Company.
More Definitions of Private Placement Shares
Private Placement Shares are to the Ordinary Shares included in the Private Placement Units.
Private Placement Shares means the 545,000 shares of Common Stock comprising the Private Placement Units; (vi) “Private Placement Units” shall mean the 545,000 units, each comprised of one share of Common Stock and one-half of one warrant to purchase one share of Common Stock that the Sponsor and the Representative and/or its designees have agreed to purchase for an aggregate purchase price of $5,450,000 in the aggregate, or purchase price of $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) “Private Placement Warrants” shall mean the Warrants to purchase up to 272,500 shares of Common Stock comprising the Private Placement Units; (viii) “Public Stockholders” 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 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (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).
Private Placement Shares means the Class A Ordinary Shares comprising part of the Private Placement Units; (v) “Private Placement Warrants” shall mean the warrants comprising part of the Private Placement Units, the terms of which are governed by the Warrant Agreement; (vii) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (viii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Units shall be deposited; and (ix) “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 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (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).
Private Placement Shares means the Ordinary Shares that will be acquired by the Sponsor for an aggregate purchase price of $4,600,000 (or up to $4,990,000 if the Underwriters’ exercise their option to purchase additional Ordinary Shares in full) in a private placement that shall close simultaneously with the consummation of the Public Offering; (iv) “Public Shareholders” shall mean the holders of Ordinary Shares issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Shares shall be deposited; (vii) “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 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (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); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.
Private Placement Shares means the shares of Common Stock purchased by the undersigned simultaneously with and subject to the consummation of the Company’s IPO, as set forth in that certain Private Placement Agreement, dated as of October 23, 2013, by and between the Company and the undersigned.
Private Placement Shares means the shares of Common Stock included in the units issued in the Private Placement.
Private Placement Shares means the Ordinary Shares sold as part of the Private Placement Units in a private placement that closed simultaneously with the consummation of the Company’s initial public offering.