Share Private Placement Clause Samples

Share Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to a Share Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 4,525,000 shares (or 4,918,750 shares if the Over-allotment Option is exercised in full) of the Company, which shares are identical to the Shares included in the Firm Shares subject to certain exceptions (collectively, the “Placement Shares”), at a purchase price of $10.00 per Placement Share in a private placement (the “Share Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Shares are as described in the Prospectus (as defined in Section 2.1.1 below). None of the Placement Shares may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Shares shall be deposited into the Trust Account pursuant to the terms of the Share Purchase Agreement.