Private Shares Sample Clauses

Private Shares. The Placement Shares have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Share 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 Shares 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 Shares has been duly and validly taken. The Placement Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be.
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Private Shares. On the Closing Date, the Private Shares have been purchased as provided for in the Subscription Agreement and the purchase price for such securities shall be deposited into the Trust Account.
Private Shares. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.22.2 hereof), an aggregate of 690,000 shares of Common Stock (with the Sponsor purchasing 646,250 shares of Common Stock and the Representative purchasing 43,750 shares of Common Stock), which shares are identical to the shares of Common Stock included in the Firm Units subject to certain exceptions (the “Placement Shares” or “Placement Securities”) at a purchase price of $10.00 per Placement Share in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company up to an additional 37,500 Placement Shares, at a purchase price of $10.00 per Placement Share in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Shares is referred to herein as the “Private Placement.” None of the Placement Shares may be sold, assigned or transferred by the initial purchasers or their permitted transferees until after consummation of a Business Combination. The proceeds from the sale of the Placement Shares shall be deposited into the Trust Account. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities”.
Private Shares. The Placement Shares have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Share Purchase Agreement and the amended and restated memorandum and articles of association of the Company, and registered in the register of members of the Company, 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 Shares 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 Shares has been duly and validly taken. The Placement Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be.

Related to Private Shares

  • Delivery of Placement Shares On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have given the Company written notice of such designee at least one Trading Day 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 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 Shares 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) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (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 Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

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