Additional Private Placements Sample Clauses
The 'Additional Private Placements' clause defines the conditions under which a company may issue additional securities through private placements after an initial offering. Typically, this clause outlines any restrictions, notification requirements, or rights of existing investors regarding future private sales of shares or convertible instruments. For example, it may require the company to offer new securities to current investors before selling to outside parties, or to obtain investor approval for certain types of placements. The core function of this clause is to protect existing investors from dilution and to ensure transparency and fairness in the company's future fundraising activities.
Additional Private Placements. Notwithstanding anything to the contrary contained herein, prior to the IPO, the Company will not issue or agree to issue any securities (other than Forward Purchase Securities in the amounts set forth in this Agreement, Private Placement Warrants and the securities to be issued in the IPO) without the Purchaser’s prior written consent.
Additional Private Placements. Concurrently with the investment contemplated herein, the Company has agreed to sell Common Shares in private placements (the “Other Private Placements”) to the other investors listed in Section 1.2(b)(1)(vi) of the Disclosure Schedule (the “Other Investors”) under separate securities purchase agreements (the “Other Securities Purchase Agreements”), with the closing of such transactions to occur simultaneously with the closing of this transaction as described herein.
Additional Private Placements. Concurrently with the investment contemplated herein, the Company has agreed to sell shares of Common Stock and a newly-issued series of non-voting mandatorily convertible non-cumulative preferred stock, series B, $2.00 par value per share, of the Company (the “Series B Preferred Stock” and, together with the Common Stock, the “Securities”) in private placements (the “Other Private Placements”) to other investors (the “Other Investors”) under separate securities purchase agreements (the “Other Securities Purchase Agreements”), with the closing of such transactions to occur simultaneously with the closing of this transaction.
Additional Private Placements. Notwithstanding anything to the contrary contained herein, prior to the IPO, the Company will not issue or agree to issue any securities (other than Forward Purchase Securities in the amounts set forth in Section 3(l), Private Placement Warrants and the Public Units) without the Purchaser’s prior written consent.” Upon and after the effectiveness of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as modified and amended hereby. This Amendment may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of Delaware applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.
Additional Private Placements. Notwithstanding anything to the contrary contained herein, prior to the IPO, the Company will not issue or agree to issue any securities (other than Forward Purchase Securities in the amounts set forth in Section 3(l), Private Placement Warrants and the Public Units) without the Purchaser’s prior written consent. Upon and after the effectiveness of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as modified and amended hereby.
Additional Private Placements. (a) Notwithstanding anything to the contrary in this Agreement, SPAC shall be permitted to enter into subscription agreements with a financing source or sources relating to Additional Private Placement transactions subject to the prior written consent of the Companies (which shall not be unreasonably withheld, conditioned or delayed), and such subscription agreements shall, upon execution, be deemed Subscription Agreements.
(b) In addition to the Additional Private Placements pursuant to Section 10.16(a), subject to the prior written consent of the Companies (which shall be in their sole discretion), SPAC shall be permitted to enter into additional subscription agreements with a financing source or sources relating to a Private Placement transaction, which such subscription agreements shall, upon execution, be deemed Subscription Agreements.
Additional Private Placements. Concurrently with the investment contemplated herein, the Company has agreed to sell shares of Common Stock in another private placement (the “Other Private Placement”) to another investor (the “Other Investor”) under a separate securities purchase agreement (the “Other Securities Purchase Agreement”). Under the terms of the Other Securities Purchase Agreement, the Other Investor shall acquire (1) initially, 1,000,000 shares of Common Stock simultaneously with the Closing of the transactions contemplated herein (the “Other Investor First Closing”); and (2) subject to certain terms and conditions set forth in the Other Securities Purchase Agreement, 647,059 additional shares of Common Stock at the Second Closing (as such term is defined below). The phrases, “Second Closing” and “Second Closing Date” have the meaning given to such terms in the Other Securities Purchase Agreement; provided, however, if the Second Closing does not occur within one hundred twenty (120) days of the date hereof and the rights of the Other Investor to purchase additional Common Stock at the Second Closing are terminated, the date of such termination shall, for purposes of this Agreement, be the Second Closing Date.).
Additional Private Placements. Concurrently with the investment contemplated herein, the Company has agreed to sell Common Shares and/or Series A Preferred Shares in private placements (the “Other Private Placements”) to other investors (the “Other Investors”) under separate securities purchase agreements (the “Other Securities Purchase Agreements”), with the closing of such transactions to occur simultaneously with the closing of this transaction; provided, however, that the Closing of the sale of Common Stock to any of the Other Investors who are the Company’s officers, directors, employees or consultants, or affiliates thereof (collectively, “Insiders”) may only occur after the closing of this transaction and receipt of shareholder approval.
Additional Private Placements. The Company intends to sell 38,629,310 shares of Common Stock and 104,304 shares of Series A Preferred Stock in private placements (the “Other Private Placements”) to other investors (the “Other Investors”) under separate securities purchase agreements (the “Other Securities Purchase Agreements”), with the closing of such transactions to occur simultaneously with the closing of the transactions as described herein.