Private Placement Warrants shall have the meaning given in the Recitals hereto.
Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.
Private Placement Shares shall have the meaning given in the Recitals hereto.
Placement Warrants shall have the meaning given in the Recitals hereto.
Parent Warrants has the meaning set forth in Section 5.3(a).
Private Placement Units shall have the meaning given in the Recitals hereto.
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Private Placement (or “limited offering”) means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.
Parent Warrant means each Parent Private Warrant and Parent Public Warrant.
Exchange Shares has the meaning set forth in Section 2.01(b).
Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.
Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.
Private Placement Lock-up Period means, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, collectively.
Lock-Up Shares has the meaning set forth in Section 4.1.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Sponsors’ Warrants means the warrants that are being sold privately by the Company simultaneously with the consummation of the IPO; and (vi) “Trust Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Series D Warrants means series D share purchase warrants of the Corporation issued to RTIH on May 22, 2012 in connection with the 2012 Rights Offering in accordance with the 2012 MoA, the terms of which are more particularly described under the heading “General Development of the Business – Agreements with the Rio Tinto Group – 2012 MoA”.
Private place means a location which, at the time alcoholic beverages are kept, dispensed, or consumed, meets all of the following criteria:
Insider Warrants is defined in the preamble to this Agreement.
PIPE Shares shall have the meaning given in the Recitals hereto.
Forward Purchase Shares shall have the meaning given in the Recitals hereto.
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.