Private Placement Financing Sample Clauses

Private Placement Financing. In connection with the Transaction, the Company intends to conduct a non-brokered private placement (the "Financing") of a minimum of 20,000,000 subscription receipts (each, a "Receipt") at a price of Cdn$0.30 per Receipt. The proceeds of the Financing will be held in escrow pending the Company completing the Transaction. Upon completion of the Transaction, each Receipt will automatically convert into one post-Consolidation unit (each, a "Unit") of the Company. Each "Unit" will consist of one common share of the Company and one-half-of-one common share purchase warrant. Each whole warrant will entitle the holder to acquire a further common share at a price of Cdn$0.50 per share for period of twenty-four months. All securities to be issued by the Company pursuant to the Financing will be subject to a four-month statutory hold period. The Company anticipates paying finders' fees to certain eligible parties who have introduced subscribers to the Financing. The proceeds of the Financing are intended to be used to advance exploration and development at Los Xxxxx, and to satisfy working capital requirements of the Transaction. The Los Xxxxx Project Located 43 kilometres south east of the mining centre of Cosala, Sinaloa, Los Xxxxx has a mining history that stretches back into the 1700s and has seen mining activity as recently as the 1980s. Recent development work has focused on conventional milling and carbon in xxxxx extraction of gold and silver. The Company envisions a simple heap xxxxx operation that potentially has significantly lower capital costs and shortened time line to production. Los Xxxxx has significant resource upside with open extensions to known resources as well as eight additional discrete exploration targets. Los Xxxxx has a historical estimate of: To view an enhanced version of this graphic, please visit: xxxxx://xxxxxx.xxxxxxxxxxxx.xxx/files/5688/45901_c24d6fdef4ef6921_002full.jpg The resource model for Los Xxxxx was prepared by Tetra Tech, Inc. of Golden, Colorado for MAI. The mineral resource estimate has an effective date of February 8, 2013 and is presented in a geological report which was most recently amended and restated April 16, 2018, a copy of which is available under MAI's profile on SEDAR (filed July 31, 2018). Mineral resources that are not mineral reserves do not have demonstrated economic viability. The Company is not treating these historical estimates as current and has not completed sufficient work to classify these histor...
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Private Placement Financing. In June 1996, the company announced that it had engaged Sands Brothers & Co., Ltd. to act as placement agent in connection with a proposed private placement of approximately $7-10 million in equity securities and that net proceeds of the private placement would be used principally to fund the Company's roll-out of products in the Southeastern region of the United States, development of foreign markets and for research and development of additional products. Although the Company is pursuing such financing, the Company and Sands Brothers have not yet been able to arrange for the sale of such amount of securities and the financing may not be completed in those amounts or at all. The Company expects to use the net proceeds of the sale of common stock pursuant to the Agreement to fund its operations until additional financing is obtained. The Company's operations to date have consumed substantial and increasing amounts of cash. (See the Company's financial statements contained in the 1934 Act Reports.) The Company has in the past financed its growth and operations principally through private placements of equity securities. The continued development and
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Private Placement Financing. Pubco will have received $1,500,000, inclusive of the Bridge Loan, from Xxxxx Investment pursuant to the Private Placement at or prior to Closing;
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Private Placement Financing. PubCo will have received a minimum of $2,500,000.00 proceeds pursuant to the Private Placement prior to Closing, and all such Subscription Proceeds shall have been deposited pursuant to an escrow agreement, the terms of which shall be reasonably acceptable to PubCo, and shall remain deposited in escrow. All amounts received in the escrow account above $1,625,000.00 and until $2,500,000.00 shall be transferred to repay the Convertible Loan Agreement listed in Schedule F, if so required under the Convertible Loan Agreement immediately upon closing.
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Private Placement Financing. IGA hereby agrees to compensate Finder by paying a cash finders fee equal to ten percent (10%) of the amount (the "Compensation") for Financing attributable to introductions provided by Finder in accordance with the provisions of this Agreement. The Compensation due hereunder shall be paid to Finder on the closing date with respect to introductions provided by Finder.
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Private Placement Financing. During the term of this agreement, if Delta enters into a binding contract for an AGC Acquisition Funding, Delta shall pay to AGC, at the time that funds are disbursed pursuant to the arrangements of that AGC Acquisition Funding, a cash fee based upon the total face value of the transaction in accordance with the following schedule: (i) four percent (4%) of a term debt financing; (ii) three percent (3%) of the incremental amount funded under a revolving credit line; (iii) five percent (5%) of a credit enhancement instrument, including an insured or guaranteed obligation (the credit enhancement instrument to be valued along with any debt financing secured, so that a single 5% fee will apply to the combined value of the debt and credit enhancement instruments), and (iv) five percent (5%) of financing that is structured as a revenue-producing contract, fee-sharing arrangement, or similar agreement. This obligation shall survive for a period of two (2) years from the date of execution of the agreement for each such transaction.
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Private Placement Financing. The Company shall arrange a private placement financing sufficient to complete the Venture, or up to US$150,000,000 in addition to the financing referred to in 9.1.1 above. The private placement shall close on the Closing Date and may be subject to the completion of this Agreement.
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Private Placement Financing. Prior to the earlier of the Closing and the termination of this Agreement in accordance with its terms:
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Related to Private Placement Financing

  • Private Placement Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

  • Private Placements 1.3.1. On April 8, 2021, the Company issued to an affiliate of LIV Capital Acquisition Sponsor II, L.P (the “Sponsor”), for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), shall be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the Insiders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the Insiders.

  • Private Placement Warrants The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

  • Unit Private Placement Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 655,000 units (455,000 units by the Sponsor and 200,000 units by the Representative), which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the Effective Date of the Registration Statement except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.

  • Terms of the Private Placement Warrants (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).

  • Private Placement Warrants and Working Capital Warrants The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

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