Private Placement Securities Sample Clauses

Private Placement Securities. 2.7.3.1 The Placement Warrants constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Placement Warrants and the shares issuance upon exercise of the Placement Warrants have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Warrants Purchase Agreement 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 Placement Warrants 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 Placement Warrants has been duly and validly taken. The Placement Warrants conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.
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Private Placement Securities. Promptly following the consummation of the Offering, each of the Private Investors shall deliver to the Escrow Agent certificates representing such Private Investor’s respective Private Placement Shares and Private Placement Warrants as set forth opposite their respective names on Exhibit A attached hereto, which certificates shall remain in the name of such Private Investor, to be held and disbursed subject to the terms and conditions of this Agreement. Each Private Investor acknowledges that the certificates representing such Private Investor’s Private Placement Shares and Private Placement Warrants shall bear a legend to reflect the deposit of such securities under this Agreement.
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Private Placement Securities. 2.7.3.1 The Private Units and Private Placement Warrants, when issued, will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
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Private Placement Securities. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements an aggregate of (as defined in Section 2.21.2 hereof), 640,000 private placement units (440,000 units to be purchased by the Sponsor and 200,000 units to be purchased by the Representative), each unit containing one Class A Ordinary Share (the “Private Placement Shares”) and one-half of one warrant (the “Private Placement Warrants”), at a purchase price of $10.00 per unit (the “Private Placement Units”), and the Sponsor will purchase from the Company pursuant to the OTM Warrants Agreement (as defined in Section 2.21.3 hereof), an aggregate of 1,000,000 warrants (the “OTM Warrants”, together with the Private Placement Units, the “Private Placement Securities”) at a price of $0.10 per OTM Warrant in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. The OTM Warrants are each exercisable to purchase one Class A Ordinary Share at $15.00 per share, and expire ten years after the consummation of the Business Combination. Simultaneously with the Option Closing Date (if any), the Representative and the Sponsor will purchase from the Company pursuant to the Representative Purchase Agreement and the Sponsor Purchase Agreement up to an additional 30,000 Private Placement Units and 37,500 Private Placement Units, respectively, at a purchase price of $10.00 per Private Placement Unit in private placements 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 Units and Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Securities is referred to herein as the “Private Placements.” None of the OTM Warrants, Private Placement Units, the Option Private Placement Units or the underlying Private Placement Shares and Private Placement Warrants, or the Class A Ordinary Shares underlying the Private Placement Warrants and OTM Warrants, may be sold, assigned or transferred by the purchasers or their or its permitted transferees until 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Securities shall be deposited into the Trust Account. In addition, for as long as any Private Placement Units, Option Private Placem...
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Private Placement Securities. The Account shall not make any investment if such investment would thereupon cause more than 10% of the market value of total assets in the Account to be invested in securities requiring registration under the Securities Act of 1933, as amended (the “Act”) prior to public sale, excluding securities which may be resold under Rule 144A, Regulation S or other exceptions under the Act.
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Private Placement Securities. The Purchaser intends to purchase the Call Securities for its own account and not, in whole or in part, for the account of any other person. The Purchaser represents and warrants to, and covenants and agrees with, the Company and DCG that the Call Securities to be acquired by it hereunder are being acquired for its own account for investment and with no intention of distributing or reselling such Call Securities or any part thereof or interest therein in any transaction which would be in violation of the securities laws of the United States of America or any state.
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Private Placement Securities. Unitrin shall have received evidence reasonably satisfactory to Unitrin demonstrating that: (i) the Company Investments identified in Section 2.13(ii) of the Company Disclosure Schedule as of March 31, 1997 (adjusted for subsequent acquisitions, dispositions and principal payments) have an aggregate value (assuming sale or other disposition of all such investments within twenty- four months) in excess of 95% of the carrying value of such investments (adjusted for subsequent acquisitions, dispositions and principal payments) as reflected in the Statutory Financial Statements for the quarter ended March 31, 1997; and (ii) the Company has in its possession at its principal place of business all documentation with respect to the acquisition of such investments which would be customary to be delivered by the seller thereof to an unrelated purchaser, including, without limitation, any original note purchase agreements, indentures, guarantees, security agreements, legal opinions and officer certificates. ARTICLE IX
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Related to Private Placement Securities

  • Placement Securities The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully paid and non-assessable; the Placement 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 actions required to be taken for the authorization, issuance and sale of the Placement Securities have been duly and validly taken. When issued, the Placement Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock underlying the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

  • Sale of Placement Securities On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the Sales Agent’s acceptance of the terms of a Placement Notice or upon receipt by the Sales Agent of an Acceptance, as the case may be, and unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent, for the period specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable), will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice (as amended by the corresponding Acceptance, if applicable). Each of the Company and the Operating Partnership acknowledges and agrees that (i) there can be no assurance that the Sales Agent will be successful in selling Placement Securities, (ii) the Sales Agent will incur no liability or obligation to the Company or the Operating Partnership or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 6 and (iii) the Sales Agent shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice (as amended by the corresponding Acceptance, if applicable).

  • Delivery of Placement Securities On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Securities being sold by crediting the Sales Agent’s or its designee’s account (provided the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Securities on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) and Section 11 hereof, it will (i) hold the Sales Agent harmless against any loss, liability, claim, damage, or expense whatsoever (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

  • Settlement of Placement Securities Unless otherwise specified in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable), settlement for sales of Placement Securities will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Securities sold (the “Net Proceeds”) will be equal to the aggregate sales price received by the Sales Agent at which such Placement Securities were sold, after deduction for (i) the Sales Agent’s commission, discount or other compensation for such sales payable by the Company pursuant to Section 2 hereof, (ii) any other amounts due and payable by the Company to the Sales Agent hereunder pursuant to Section 8(a) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.

  • 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:

  • Private Placements On the Closing Date, the Warrant Private Placement shall have been completed in accordance with Section 3.26.

  • 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.

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