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...
Private Placements. On the Closing Date, the Warrant Private Placement shall have been completed in accordance with Section 3.26.
Private Placements. Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Subscribers as contemplated hereby.
Private Placements. On the Closing Date, the Private Placement shall have been completed in accordance with Sections 1.4, 2.21.2, 2.21.3 and 3.26 of this Agreement.
Private Placements. 1.4.1. The Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement (collectively, the “Insiders”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(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 hereof). The Insiders 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 a 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 Insiders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock necessary to maintain their 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units and any shares purchased in the Offering).
1.4.2. The Insiders and the Representative have committed, pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 private Units (the “Sponsor Units”) at a purchase price of $ per Sponsor Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for the Sponsor Units to be sold in the Private Placement is being held in escrow on the date hereof by Xxxxxxxx Xxxxxx, counsel to the Company. The Sponsor Units will generally be identical to t...
Private Placements. 1.4.1. In November 2022, March 2023 and January 2024, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited (the “Sponsor”) for an aggregate purchase price of $25,000, or approximately $0.014 per share, including an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Shares) (the “Founder Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1). The holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder 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 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, (ii) shall not be entitled to exercise any redemption rights with respect to such Founder Shares and (iii) shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment Option (excluding any shares purchased in the Offering, any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares).
1.4.2. Simultaneously with the Closing Date, t...
Private Placements. 1.3.1 On June 3, 2019, the Company issued to X. Xxxxx Principal Investments, LLC (“BRPI”), a wholly owned subsidiary of X. Xxxxx Financial, Inc. (“X. Xxxxx Financial”), the parent of X. Xxxxx Principal Sponsor Co. II, LLC (the “Sponsor”), 10,000 shares of common stock of the Company. In January 2020, BRPI contributed such shares to the Sponsor. On February 3, 2020, the Company effectuated a recapitalization of the Company, which included a 1-for-575 stock split resulting in an aggregate of 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 (the “Founder Shares”), outstanding and held by the Sponsor (up to 750,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). On April 21, 2020, 20,000 Founder Shares were transferred to each of Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxx Xxxx (collectively with the Sponsor, the “Initial Stockholders”), the Company’s independent director nominees, at par value. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders or until the earlier of: (i) one year following the consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The Initial Stockholders shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (not including the Placement Shares (as defined below)).
1.3.2 Simultaneously with the ...
Private Placements. 1.4.1 The Company issued to certain persons referenced in the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares (the “Insider Shares”) (up to 200,000 of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(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 Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders 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 a Business Combination. The Insider Shareholder...
Private Placements. (a) The Trustee shall, at the written direction of the Grantor or its Investment Manager, settle trades for Private Placements with cash held in the Trust Accounts pending receipt of the original evidence of indebtedness or ownership of such private placements or other Assets in accordance with the directions from the Grantor or its designated Investment Manager (which original evidence of indebtedness or ownership may not be delivered for a period following the Trustee’s withdrawal of such cash). The Grantor or its Investment Manager shall execute and deliver and keep current, all such agreements, instruments and documents (including such bond or stock powers, corporate resolutions or other certificates or instruments of transfer as may be required by the applicable issuer) and take all such further actions as the Trustee or the Beneficiary may reasonably request in order to deposit and maintain all such Private Placements, and any income or distributions thereon, in the Trust Accounts for the benefit of the Beneficiary in accordance with the terms hereof. Any investment directed by the Grantor or its Investment Manager will constitute a certification by the Grantor to the Beneficiary and the Trustee that the settlement procedures set forth in the applicable investment documentation is acceptable to the Grantor and directed hereunder, upon which direction the Grantor and the Beneficiary agree the Trustee may conclusively rely. The Trustee shall be fully protected in complying with the written directions of the Grantor or its Investment Manager under this Section 6(a), and the Trustee shall have no responsibility to take action to compel the delivery of any original evidence of indebtedness or ownership of any Private Placement to be provided hereunder. The Beneficiary and the Trustee acknowledge and agree that the right to sell, transfer or assign a Private Placement may be qualified under the agreement evidencing or affecting the Private Placement.
(b) Private Placements shall be held in registered form but shall not be re-
(c) For the purpose of settling swap payments and collecting interest on foreign currency coupons in connection with Non-U.S. Private Placements held in the Trust Accounts, the Grantor may direct the Trustee in writing to make payments in any currency out of funds available in the Trust Accounts to its counterparties; provided, that the Grantor anticipates the prior or simultaneous delivery from its counterparties of an amount in U.S....
Private Placements. On or prior to the Effective Date, the Insider Private Placement and the Warrant Private Placement shall have been completed in accordance with Sections 1.3, 2.23 and 3.31 of this Agreement.
