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 Warrants shall have the meaning given in the Recitals hereto.
Private Placement Shares 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 Units shall have the meaning given in the Recitals hereto.
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.
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.
Placement Warrants shall have the meaning given in the Recitals hereto.
Parent Warrants has the meaning set forth in Section 5.3(a).
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.
Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
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.
Exchange Shares has the meaning set forth in Section 2.01(b).
Lock-Up Shares has the meaning set forth in Section 4.1.
Private place means a location which, at the time alcoholic beverages are kept, dispensed, or consumed, meets all of the following criteria:
securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;
Lock-Up Securities has the meaning set out in Section 5(l).
Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.
Parent Warrant means each Parent Private Warrant and Parent Public Warrant.
Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:
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.