Examples of Cowen Investments in a sentence
The Cowen Investments Securities Assignment Agreements and the Director Assignment Agreement have been duly authorized, executed and delivered by the Sponsor and are valid and binding agreements of the Sponsor, enforceable against the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
Under no circumstances shall the Company be obligated to effect more than an aggregate of (i) three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 initiated by New Holders or (ii) one (1) Registration pursuant to a Demand Registration under this subsection 2.1.1 initiated by Original Holders; provided, however, that the foregoing limitation shall not apply to any Demand Registration initiated by Cowen Investments which shall be governed by Section 3.6.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this Section 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Cowen Investments, such registration shall count as a Demand Registration for purposes of Section 3.6.
Notwithstanding anything herein to the contrary, (i) Cowen Investments may not exercise its rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years, respectively, from the effective date of the Company’s registration statement on Form S-1, File No. 333-228470, and (ii) Cowen Investments may not exercise its rights under Section 2.1 more than one time.
Our sponsor and Cowen Investments purchased 5,390,625 and 359,375 founder shares, respectively.
On November 19, 2018, our founders forfeited for no consideration, an aggregate of 1,437,500 founder shares, of which our sponsor forfeited 1,347,656 founder shares and Cowen Investments forfeited 89,844 founder shares.
Our sponsor and Cowen Investments purchased 591,334 and 126,166 private units, respectively, in the private placement.
The private units are identical to the units sold in our initial public offering, except that, if held by the original holder or their permitted assigns, the underlying warrants (i) may be exercised on a cashless basis, (ii) are not subject to redemption and (iii) with respect to private warrants held by Cowen Investments, will not be exercisable after five years from February 6, 2019.
As a result, our initial stockholders now hold 4,312,500 founder shares, of which our sponsor holds 3,997,969 founder shares and Cowen Investments holds 269,531 founder shares.
Subsequent to December 31, 2020, Cowen Investments elected to convert the outstanding amount of the Cowen Note into 303,171 shares of common stock, par value $0.0001 per share of Kaleyra, pursuant to the terms of the Cowen Note.