New Note Private Placement means the concurrent private placement of New Notes to Eligible Qualifying Noteholders.
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 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 place means a location which, at the time alcoholic beverages are kept, dispensed, or consumed, meets all of the following criteria:
Private Placement Shares 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 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from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Conversion Securities has the meaning set forth in Section 4.08(b).
Exchange Note Issuance Date has the meaning stated in Section 2.2(a)(i) of the Exchange Note Supplement.
New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.
Interstate placement means the arrangement for the care of a child in an adoptive home, foster care placement or in the home of the child's parent or with a relative or nonagency guardian, into or out of the Commonwealth, by a child-placing agency or court when the full legal right of the child's parent or nonagency guardian to plan for the child has been voluntarily terminated or limited or severed by the action of any court.
Exchange Agent Agreement has the meaning set forth in Section 2.5(a).
New Notes shall have the meaning assigned to such term in Section 32.
Initial Note Holders shall have the meaning assigned to such term in the preamble to this Agreement.
Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.
Exchange Debentures has the meaning set forth in Section 2(a) hereof.
Bridge Notes means the series of notes, of which this Note is a part, dated on or about the date hereof, each of which are identical, other than the date of the Note, identity of the Holder and principal amount of this Note.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.
Exchange Agreement has the meaning set forth in the Recitals.
Subordinated Note Amount has the meaning set forth in the Recitals.
Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.
Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.