Equity Private Placement definition

Equity Private Placement means any sale by the Parent of its Capital Stock (other than Disqualified Capital Stock) not requiring registration under the Securities Act.
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Equity Private Placement has the meaning assigned to such term in the first paragraph of this Agreement.
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Equity Private Placement means the offering of Shares pursuant to a Private Placement Memroandum beginning in September 3004.
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Examples of Equity Private Placement in a sentence

  • This Agreement may be terminated by either party upon thirty (30) days written notice to the other party, or in accordance with the Prime Agreement.

  • Certain affiliates of HCFP/Capital Markets participated in our Debt Private Placement, 2016 Equity Private Placement and 2017 Equity Private Placement.

  • Prior to the IPO, Related Parties purchased $1,413,140 under the 2017 Equity Private Placement and $2,030,000 under the Debt Private Placement.

  • The 2017 Equity Private Placement, the Debt Private Placement, the Credit Facility, the Term Note conversions to Class A common stock, and other private placements are described in “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” and elsewhere herein.

  • Officers of the Company and of CSS, and their family members (“Related Parties”), made purchases under the Debt Private Placement, the 2016 Equity Private Placement, and the 2017 Equity Private Placement on the same terms and conditions as offered to other investors.

  • While the current work deals with debugging, there may be cases for completion as well where we essentially would like to modify existing axioms.

  • Certain partners of Graubard Miller and their affiliates participated in our Debt Placement and 2017 Equity Private Placement.

  • Subsequent to period end on November 1, 2016, $7.00 million of additional flow-through funds were raised in a November 2016 financing (see Section 2 – Equity Private Placement).

  • In so doing, the Members intend that their varying interests be based upon the number of days of the taxable year each Member owned such Member’s Interests rather than upon the actual results of the Company’s operations; except that the Initial Members shall be deemed to have acquirex their Shares on the date of the initial closing of the Equity Private Placement..

  • As of December 31, 2016, Related Parties purchased $1,340,000 under the Debt Private Placement and $200,040 under the 2016 Equity Private Placement.


More Definitions of Equity Private Placement

Equity Private Placement has the meaning assigned to such term in the recitals.
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Equity Private Placement means the private placement of shares of common stock of STX Acquisition Corp. consummated immediately prior to the merger of STX Acquisition Corp. into Sterling Chemicals, Inc. on August 21, 1996, which shares were converted into shares of common stock of Holdings upon consummation of such transaction.
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Equity Private Placement means that certain Equity Issuance made to private investors contemporaneously with or substantially contemporaneously with the Initial Offering in an amount not to exceed $50,000,000.”
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Equity Private Placement means the private placement of, at the election of the subscriber, (i) units comprised of one Common Share and one-half Common Share purchase warrant or (ii) non-voting convertible preferred shares, to raise up to CAD$550,000 and USD$4,500,000. See Section 3.1(d) - Equity Private Placement.
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Related to Equity Private Placement

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • 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.

  • 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 place means a location which, at the time alcoholic beverages are kept, dispensed, or consumed, meets all of the following criteria:

  • 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 Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Lock-Up Securities has the meaning set out in Section 5(l).

  • 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 Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • Positive placement means that the graduate is employed full or part-time in the profession or in a related field; or continuing his/her education; or serving in the military. A related field is one in which the individual is using cognitive, psychomotor, and affective competencies acquired in the educational program.

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Securities Financing Transactions means collectively securities lending transactions, sale and repurchase transactions and reverse repurchase transactions.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • CHESS Approved Securities means securities of the Company for which CHESS approval has been given in accordance with the ASX Settlement Operating Rules;

  • ETP Securities means the Series of ETP Securities to which these Conditions relates or, as the context may require, any or all securities issued by the Issuer under the Programme.

  • Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

  • Adoptive placement means arranging for the care of a child who is in the custody of a

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Securities Financing Transactions Regulation means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;

  • New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.

  • Privately Offered Certificates [______________], Mortgage Pass-Through Certificates, Series [_______], Class [__] issued pursuant to the Pooling and Servicing Agreement.

  • Excluded Securities means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the shares of Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of the Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date) and (iv) the shares of Common Stock issuable upon exercise of the SPA Warrants; provided, that the terms of the SPA Warrant are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date).

  • Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).