Insider Securities Sample Clauses

The Insider Securities clause defines the rules and restrictions regarding the handling, trading, or disclosure of securities by individuals who possess material non-public information due to their insider status. Typically, this clause applies to company employees, directors, or affiliates who may have access to confidential information that could influence the value of the company's securities. It often outlines prohibited activities, such as buying or selling shares based on insider knowledge, and may require reporting or pre-clearance of trades. The core function of this clause is to prevent insider trading, thereby promoting fairness and maintaining market integrity by ensuring that all investors operate on a level playing field.
Insider Securities. On the Closing Date, the Insider Purchasers shall have purchased the Insider Securities and the purchase price for such Insider Securities shall be deposited into the Trust Fund.
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Insider Securities. C▇▇▇▇▇▇▇▇ Jun Mu, K▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, Francisco A. ▇▇▇▇▇▇, Hunter S. ▇▇▇▇▇▇▇, Easton Capital Corp. Defined Benefit Plan and Pantheon China Acquisition Limited (the “Insider Purchasers”) have committed to purchase an aggregate of 2,083,334 Warrants (“Insider Warrants” and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the “Insider Securities”) at $0.60 per Warrant (for an aggregate purchase price of $1,250,000.40) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreements (“Subscription Agreements”) entered into by the Insider Purchasers to purchase such Insider Securities, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.
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Insider Securities. Fortune Management, Inc. (“Fortune Management”) has committed to purchase $7,825,000 Warrants (“Insider Warrants” and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the “Insider Securities”) at $1.00 per Warrant (for an aggregate purchase price of $7,825,000) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreement (“Subscription Agreement”) entered into by Fortune Management to purchase such Insider Securities, will be validly issued, fully paid and non-assessable; the holder thereof is not and will not be subject to personal liability by reason of being such holder; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken. The Subscription Agreement provides that Fortune Management will not sell any of its Insider Warrants until the consummation of a Business Combination.
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Insider Securities. Certain of the initial shareholders of the Company (collectively, the “Initial Shareholders”) have committed to purchase an aggregate of 105,000 Units (“Insider Units”) and 1,033,334 Warrants (“Insider Warrants” and together with the Insider Units, the Ordinary Shares and Warrants underlying the Insider Units and the Ordinary Shares underlying the Warrants underlying the Insider Units and the Insider Warrants, collectively referred to as the “Insider Securities”) for an aggregate purchase price of $1,250,000 from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreements (“Subscription Agreements”) entered into by the Initial Shareholders to purchase such Insider Securities, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.
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Insider Securities. Certain of the Company’s officers and directors (collectively, the “Insiders”) have committed to purchase an aggregate of 1,818,182 Warrants (“Insider Warrants” and together with the Ordinary Shares underlying the Insider Warrants, collectively referred to as the “Insider Securities”) at a purchase price of $1.10 per Insider Warrant (for an aggregate purchase price of $2,000,000) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreements (“Subscription Agreements”) entered into by the Insiders to purchase such Insider Securities, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.
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Insider Securities. Harry Edelson, Nicholas Puro, ▇▇▇▇▇ ▇. ▇▇▇▇ec▇, ▇▇▇▇-▇▇▇▇▇ F▇▇, ▇▇▇▇ ▇▇, ▇▇▇ot ▇▇▇▇▇▇ ▇▇▇ ▇▇hn ▇▇▇▇▇ (t▇▇ "▇▇▇▇▇▇▇ Purch▇▇▇▇▇") ▇▇ve committed to purchase an aggregate of 2,266,667 Warrants ("Insider Warrants" and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the "Insider Securities") at $0.60 per Warrant (for an aggregate purchase price of $1,360,000.20) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreements ("Subscription Agreements") entered into by the Insider Purchasers to purchase such Insider Securities, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.
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Insider Securities. ▇▇ ▇▇ (the “Insider Purchaser”) has committed to purchase an aggregate of 250,000 Units (“Insider Units” and together with the Ordinary Shares and Warrants underlying the Insider Units and the Ordinary Shares underlying the Warrants (“Insider Warrants”) underlying the Insider Units, collectively referred to as the “Insider Securities”) at $8.00 per Unit (for an aggregate purchase price of $2,000,000) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreement (“Subscription Agreement”) entered into by the Insider Purchaser to purchase such Insider Securities, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.
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Insider Securities. L▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, R▇▇▇▇▇ ▇. ▇▇▇▇▇▇, J▇▇ ▇▇▇▇▇▇ and C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the “Insider Purchasers”) have committed to purchase in the Private Placement from the Company an aggregate of 2,300,000 Warrants (“Insider Warrants” and, together with the shares of Common Stock underlying the Insider Warrants, the “Insider Securities”) at $1.00 per Warrant (for an aggregate purchase price of $2,300,000) at the Closing Time. The Insider Securities have been duly authorized for issuance and sale to the Insider Purchasers pursuant to the Subscription Agreements and, when issued and paid for in accordance with the Subscription Agreements entered into by the Insider Purchasers to purchase such Insider Securities, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken. All of the proceeds received by the Company pursuant to the sale of the Insider Securities will be placed in the Trust Account. The Insider Warrants will be identical to the Warrants underlying the Securities except that if the Company calls the Warrants for redemption, the Insider Warrants will be exercisable on a cashless basis so long as they are still held by the Insider Purchasers or their affiliates. The Insider Purchasers have agreed that the Insider Warrants will not be sold or transferred by them until after the completion of a Business Combination. The Insider Warrants have been duly executed and delivered by the Company. The Insider Warrants, when issued and paid for by the Insider Purchasers pursuant to the Subscription Agreements, will constitute valid and binding agreements of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and will be enforceable against the Company in accordance with their terms.
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Related to Insider Securities

  • Insider Warrants On the Closing Date, the Insider Purchasers shall have purchased the Insider Warrants and the purchase price for such Insider Warrants shall be deposited into the Trust Fund.

  • Aggregation of Registrable Securities All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

  • Allocation of Registrable Securities The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement.

  • Other Securities The Trustees may, subject to the Fundamental Policies and the requirements of the 1940 Act, authorize and issue such other securities of the Trust as they determine to be necessary, desirable or appropriate, having such terms, rights, preferences, privileges, limitations and restrictions as the Trustees see fit, including preferred interests, debt securities or other senior securities. To the extent that the Trustees authorize and issue preferred shares of any class or series, they are hereby authorized and empowered to amend or supplement this Declaration as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. Any such supplement or amendment shall be filed as is necessary. The Trustees are also authorized to take such actions and retain such persons as they see fit to offer and sell such securities.

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.