Placement Shares definition
Placement Shares shall have the meaning given in the Recitals hereto.
Placement Shares has the meaning given thereto in Section 2(a) hereof;
Placement Shares means the shares of Common Stock sold as part of the Placement Units; (v) “Placement Warrants” shall mean the Warrants to purchase up to an aggregate of 180,000 shares of the Common Stock that are included in the Placement Units; (vi) “Placement Units” shall mean the aggregate of 540,000 Units of the Company (each Placement Unit consists of one Placement Warrant and one Placement Share) sold in the Private Placement to the Sponsor and Cantor ▇▇▇▇▇▇▇▇▇▇ for an aggregate purchase price of $5,400,000; (vii) “Trust Account” shall mean the trust account into which net proceeds of the Offering and the Private Placement will be deposited; (viii) “Prospectus” shall mean the prospectus included in the registration statement filed by the Company in connection with the Offering, as supplemented or amended from time to time; (ix) “Private Placement” shall mean that certain private placement transaction occurring simultaneously with the closing of the Offering pursuant to which the Company has agreed to sell an aggregate of 540,000 Placement Units to Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (x) “Sponsor” shall mean, collectively, Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company, and Dioptra Advisors II, LLC, a Delaware limited liability company, (xi) “Insiders” shall mean the Sponsor and its members, any holders of Founder Shares, any person who receives Placement Units, Founder Shares or their respective underlying securities as a Permitted Transferee (except for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) and each officer and director of the Company; and (y) references to completion of the Offering shall exclude any exercise of the Underwriters’ over-allotment option.
Examples of Placement Shares in a sentence
If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement.
The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule.
Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the first (1st) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”).
The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice in connection with the offering and sale of the Placement Shares.
The Placement Shares shall either have been (i) approved for listing on the Exchange, subject only to notice of issuance, or (ii) the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or prior to, the issuance of any Placement Notice and the Exchange shall have reviewed such application and not provided any objections thereto.
More Definitions of Placement Shares
Placement Shares means the shares of Common Stock sold as part of the Placement Units; (v) “Placement Warrants” shall mean the aggregate of 375,000 Warrants to purchase up to an aggregate of 375,000 shares of the Common Stock that are acquired as part of the Placement Units; (vi) “Placement Units” shall mean the aggregate of 375,000 Units of the Company (each Placement Unit consists of one Placement Warrant and one Placement Share) sold in a private placement simultaneous with the Offering for an aggregate purchase price of $3,750,000 to Sponsor, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and Cowen; (vii) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Offering and the Private Placement will be deposited; (viii) “Prospectus” shall mean the prospectus included in the registration statement filed by the Company in connection with the Offering, as supplemented or amended from time to time; (ix) “Private Placement” shall mean that certain private placement transactions occurring simultaneously with the closing of the Offering pursuant to which the Company has agreed to sell (A) 231,250 Placement Units to Chart Acquisition Group LLC, a Delaware limited liability company (the “Sponsor”), (B) 12,500 Placement Units to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and (C) 131,250 Placement Units to Cowen Overseas Investment LP, a Cayman Islands limited partnership (“Cowen”); and (x) “Tendered Warrants” shall mean an aggregate of up to 3,750,000 Public Warrants to be purchased by the Warrant Purchasers in connection with the Warrant Tender Offer; and (xi) “Insiders” shall mean the Sponsor, any holder of the Placement Units, or its underlying securities or Founder Shares, any of their respective Permitted Transferees and each officer and director of the Company.
Placement Shares means the Ordinary Shares sold as part of the Placement Units; (vii) “Placement Warrants” shall mean the Warrants to purchase up to an aggregate of 200,000 Ordinary Shares that are included in the Placement Units; (viii) “Placement Units” shall mean the aggregate of up to 660,000 Units of the Company (each Placement Unit consists of one-third of a Placement Warrant and one Placement Share) sold in the Private Placement to the Sponsor for an aggregate purchase price of up to $6,600,000; (ix) “Private Placement” shall mean that certain private placement transaction occurring simultaneously with the closing of the Public Offering pursuant to which the Company has agreed to sell an aggregate of up to 660,000 Placement Units to the Sponsor; (x) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (xi) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; (xii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (xiii) “Charter” shall mean the Company’s memorandum and articles of association, as the same may be amended from time to time.
Placement Shares means the 325,500 Class A Ordinary Shares (or up to 351,825 Class A Ordinary Shares if the Underwriters’ over-allotment option is exercised in full) comprising part of the Placement Units; (vii) “Placement Warrants” shall mean the 108,500 warrants (or up to 117,275 warrants if the underwriters’ over-allotment option is exercised in full) comprising part of the Placement Units, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus; (viii) “Working Capital Shares” shall mean the Class A Ordinary Shares comprising part of the Working Capital Units; (ix) “Working Capital Warrants” shall mean the warrants comprising part of the Working Capital Units, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus; (x) “Working Capital Units” shall mean Private Placement-equivalent Units that may be issued in connection with the conversion of any working capital loans; (xi) “Extension Shares” shall mean the Class A Ordinary Shares comprising part of the Extension Units; (xii) “Extension Warrants” shall mean the warrants comprising part of the Extension Units, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus; (xiii) “Extension Units” shall mean the Private Placement-equivalent units that may be issued in connection with the conversion of any extension loans; (xiv) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (xv) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Placement Units shall be deposited; and (xv) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, ...
Placement Shares means the shares of Common Stock sold in the Private Placement; (vii) “Placement Shares Effectiveness Date” shall mean, with respect to the Placement Shares, the period ending 30 days after the completion of the Business Transaction; (viii) “Private Placement Investors” shall mean M▇▇▇▇▇▇ ▇▇▇▇ and P▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or their respective designees, and any other Initial Stockholders or their designees, who purchase the Placement Shares in the Private Placement , if any; (ix) “Pro Rata Share” shall mean the quotient calculated by dividing the number of Initial Shares held by the undersigned by the total number of Initial Shares then outstanding; (x) “Public Stockholders” shall mean the holders of securities issued in the Offering; (xi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Offering will be deposited; and (xii) “Warrant Expiration Time” shall mean the time at which the Warrants cease to be exercisable, which will occur at 5:00 p.m., New York City time, on the date that is five years after the effectiveness of the registration statement covering the shares of Common Stock underlying the Warrants.
Placement Shares means the shares of Common Stock sold in the Private Placement; (vi) “Placement Shares Effectiveness Date” shall mean, with respect to the Placement Shares, the period ending 30 days after the completion of the Business Transaction; (vii) “Private Placement Investors” shall mean the investors who purchase the Placement Shares in the Private Placement, which investors shall be ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P&P 2, LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Committed Capital Holdings LLC and their respective designees, if any; (viii) “Pro Rata Share” shall mean the quotient calculated by dividing the number of Initial Shares held by the undersigned by the total number of Initial Shares then outstanding; (ix) “Public Stockholders” shall mean the holders of securities issued in the Offering; (x) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Offering will be deposited; and (xi) “Warrant Expiration Time” shall mean the time at which the Warrants cease to be exercisable, which will occur at 5:00 p.m., New York City time, on the 45th day after the effectiveness of the registration statement covering the shares of Common Stock underlying the Warrants.
Placement Shares means the shares of Digital World Class A common stock included within the Placement Units purchased by the Sponsor in the Private Placement.
Placement Shares means the Ordinary Shares underlying the Placement Units; (vii) “Placement Warrants” shall mean the Warrants to purchase an aggregate of 190,000 Ordinary Shares of the Company underlying the Placement Units; (viii) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (ix) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (x) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).