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
Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, as applicable, the Private Placement Units, the Private Placement Shares, the Private Placement Warrants and the Private Warrant Shares issuable upon exercise of the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
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.
On the date of issuance of the Private Placement Units, the Private Placement Shares, the Private Placement Warrants and the Warrant Shares shall have been reserved for issuance.
In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,000,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Over-allotment Option (not including the Private Placement Shares).
The holders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares.
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 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 included within the Private Placement Units; (vi) “Private Placement Units” shall mean an aggregate of 370,000 Units (or 406,000 Units if the over-allotment option is exercised in full) which the Sponsor has agreed to purchase for an aggregate purchase price of $3,700,000 (or $4,060,000 if the over-allotment option is exercised in full), or $10.00 per Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) “Private Placement Rights” shall mean the Rights included within the Private 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; (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 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 (xi) “Charter” shall mean the Company’s memorandum and articles of association, as the same may be amended from time to time.
Private Placement Shares means the 400,000 shares (or 430,000 shares if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $4,000,000 (or $4,300,000 if the over-allotment option is exercised in full), or $10.00 per share, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Shares” shall mean the Private Placement Shares and public shares; (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 Shares 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 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.