Private Placement of Units Sample Clauses

Private Placement of Units. The Member Designee, on behalf of the Company shall (a) cause to be filed a Private Placement Offering Memorandum and Disclosure Document, and such amendments thereto as the Member Designee deems advisable, with the CFTC and/or the NFA for private placement of the Units, and (b) qualify the Units for sale under the securities laws of such States of the United States as the Member Designee shall deem advisable. The Member Designee may make such other arrangements for the sale of the Units as it deems appropriate including, without limitation, the execution on behalf of the Company of an agency agreement with UBSFS as an agent of the Company for the offer and sale of the Units as contemplated in the Memorandum.
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Private Placement of Units. The Units have not and will not be registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Rules and Regulations”), in connection with the Offering. No registration statement relating to the Units is required to be, has been or will be filed under the securities laws of any state. The Units will be offered and sold in reliance upon applicable exemptions from registration under the laws, regulations and policy statements of the United States and the applicable states, specifically relying on the safe harbor under Rule 506(b) of Regulation D, as promulgated under the 1933 Act.
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Private Placement of Units. Simultaneously with the Closing Date, the Sponsor, BTIG and EBC (collectively, the “PPU Investors”) will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate 432,500 private placement units (400,000 private placement units by the Sponsor and 32,500 private placement units in the aggregate by BTIG and EBC), each exercisable to purchase one share of Class A Ordinary Shares at $11.50 per share, at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the PPU Investors will purchase from the Company pursuant to the Purchase Agreements, up to an additional 39,375 Private Placement Units, 36,416 of which will be purchased by the Sponsor and 2,959 of which in the aggregate will be purchased by BTIG and EBC (if the Over-allotment Option is exercised in full) at a purchase price of $10.00 per Private 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 “Option Private Placement Units”). The private placement of the Private Placement Units is referred to herein as the “Unit Private Placement.” None of the Private Placement Units nor the underlying Class A Ordinary Shares (“Private Placement Shares”) and Warrants (“Private Placement Warrants”) may be sold, assigned or transferred by the PPU Investors or their permitted transferees until 30 days after consummation of a Business Combination. $2,625,000 of the proceeds from the sale of the Private Placement Units and all of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account.
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Related to Private Placement of Units

  • 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 In August 2019, the Company issued to Greenrose Associates LLC (the “Sponsor”) an aggregate of 4,312,500 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 Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). 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. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offering. 1.3.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

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