Private Placement Warrant Securities definition

Private Placement Warrant Securities means, and the restrictions and other terms of this Agreement shall apply to, (a) the Private Placement Warrants originally issued to Sponsor pursuant to this Agreement, and the shares of Common Stock for which any such Private Placement Warrants may be exercised, (b) any new, substituted or additional securities that are distributed with respect to any of the foregoing without payment of additional consideration pursuant to a stock dividend, a stock split, a recapitalization or a similar transaction, and (c) any securities into which any of the foregoing may be converted or that may be issued in exchange for any of the foregoing, including pursuant to any Business Combination.
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Private Placement Warrant Securities is defined in the preamble to this Agreement.
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Examples of Private Placement Warrant Securities in a sentence

  • In addition, if the Company provides all holders of its Common Stock with an opportunity to sell their shares to the Company, effective upon consummation of such Business Combination, for cash through a tender offer, each Holder hereby agrees not to tender or sell in such tender offer any shares of Common Stock that constitute Private Placement Warrant Securities.

  • Sponsor understands the Private Placement Warrant Securities will be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act and Sponsor understands that any certificates representing the Private Placement Warrant Securities will contain a legend in respect of such restrictions.

  • Absent registration or an exemption, the Sponsor agrees not to resell and Private Placement Warrant Securities.

  • Sponsor further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Sponsor for the resale of the Private Placement Warrant Securities until at least one year following consummation of the initial business combination of the Company, despite technical compliance with the certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

  • Each Holder acknowledges that the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and that the Private Placement Warrant Securities will become freely tradable only after certain conditions are met or they are registered pursuant to a Registration Rights Agreement to be entered into by Sponsor and the Company in connection with the closing of the IPO (the “Registration Rights Agreement”).

  • Except for an assignment of the rights and obligations of a Holder hereunder with respect to any Private Placement Warrant Securities that are Transferred in accordance with the terms of this Agreement, no Holder can assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the Company.

  • In addition, the Private Placement Warrants and other Private Placement Warrant Securities (defined below) are subject to the terms of this Agreement until the expiration of all restrictions and obligations hereunder with respect to the Private Placement Securities.

  • Sponsor is able to bear the economic risks of an investment in the Placement Warrant Securities and to afford a complete loss of Sponsor’s investment in the Private Placement Warrant Securities.

  • Sponsor must bear the economic risk of this investment until the Private Placement Warrant Securities are sold pursuant to an effective registration statement under the Securities Act or an exemption from registration available with respect to such sale.

  • Sponsor agrees that if any transfer of its Private Placement Warrant Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Sponsor may be required to deliver to the Company an opinion of counsel satisfactory to the Company.

Related to Private Placement Warrant Securities

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

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

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

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

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

  • Warrant Securities means this Warrant and the Warrant Shares, collectively.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

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

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

  • 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.

  • SPAC Warrants means the SPAC Public Warrants and the SPAC Private Placement Warrants.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Series B Securities means the Company's Series B 9.25% Junior Subordinated Deferrable Interest Debentures due February 1, 2027, as authenticated and issued under this Indenture.

  • Parent Warrants shall have the meaning assigned to it in Section 1.7(c) hereof.

  • Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.

  • Initial Warrants means the warrants of the Company to purchase shares of Common Stock underlying the Initial Units issued and outstanding prior to the IPO.

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • 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.

  • Series C Warrants means, collectively, the Series C Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 9 months, in the form of Exhibit A attached hereto.

  • Common Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • NIM Securities Any debt securities secured or otherwise backed by some or all of the Class X and Class P Certificates that are rated by one or more Rating Agencies.

  • Redemption Shares has the meaning set forth in Section 6.2(a). “Reviewed Year” has the meaning ascribed to said phrase under Section 6225(d)(1) of the Code.

  • Lock-Up Securities has the meaning assigned to such term in Section 3.5.

  • Series D Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately upon issuance and have a term of exercise equal to five (5) years, in the form of Exhibit C attached hereto.

  • Special Warrants means the special warrants issued by the Company, at a price of $0.10 per Special Warrant, pursuant to the Special Warrant Private Placement and entitling the holder thereof to acquire, for no additional consideration, one Common Share pursuant to the terms and conditions in the Special Warrant Certificates; and

  • relevant securities means Ordinary Shares and securities carrying conversion or subscription rights into Ordinary Shares;