Exempt Placement definition

Exempt Placement means an exempt placement of the Company’s securities in accordance with Regulation D under the Securities Act and/or Regulation S under the Securities Act;
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Exempt Placement shall have the meaning set forth in Section 1.2(g)(ii).
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Exempt Placement means the announcement, by Purchaser via a Regulatory Information Service, of a commitment by Purchaser to issue either (1) Purchaser Ordinary Shares (other than the placement of Purchaser Ordinary Shares being announced concurrent with the announcement of this Agreement, the Purchaser Shares allotted and issued pursuant to Section 1.2(e), issuances to employees and directors, issuances pursuant to Purchaser's share schemes, issuances pursuant to currently outstanding options and issuances exclusively to Seller and/or one or more of its Subsidiaries) not to exceed, in the aggregate, 5% of the issued and outstanding Purchaser Ordinary Shares immediately prior to such announcement, and at a price per Purchaser Ordinary Share that is no more than 5% below the Purchaser Daily Price on the Trading Day immediately preceding such announcement, or (2) securities convertible into or exchangeable for no more than, in the aggregate, 5% of the issued and outstanding Purchaser Ordinary Shares immediately prior to such announcement, and at an implied price that is no more than 5% below the Purchaser Daily Price on the Trading Day immediately preceding such announcement (other than issuances to employees and directors, issuances pursuant to Purchaser's share schemes, issuances pursuant to currently outstanding options and issuances exclusively to Seller and/or one or more of its Subsidiaries).
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Related to Exempt Placement

  • Subsequent Placement means any direct, or indirect, issuance, offer, sale, grant of any option or right to purchase, or otherwise disposal of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities, any debt, any preferred stock or any purchase rights) by the Company or any of its Subsidiaries.

  • Permanent placement means reunification of the child with the child's parent, adoption,

  • Parental placement means locating or effecting the placement of a child or the placing of a child in

  • Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

  • 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.