Placement Warrants definition
Placement Warrants shall have the meaning given in the Recitals hereto.
Placement Warrants means 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 Warrants means the Warrants to purchase up to an aggregate of 500,000 Ordinary Shares (or up to 530,000 Ordinary Shares if the Underwriters’ over-allotment option is exercised in full) that are included in the Placement Units; (viii) “Placement Units” shall mean the aggregate of 1,000,000 Units (or up to 1,060,000 Units if the Underwriters’ over-allotment option is exercised in full) of the Company (each Placement Unit consists of one-half of a Placement Warrant and one Placement Share) sold in the Private Placement to the Sponsor, Cantor and C▇▇▇▇ & Company Capital Markets (“CCM”) for an aggregate purchase price of $10,000,000 (or up to $10,600,000 if the Underwriters’ over-allotment option is exercised in full); (ix) “Private Placement” shall mean certain private placement transactions occurring simultaneously with the closing of the Public Offering pursuant to which the Company has agreed to sell an aggregate of 1,000,000 Placement Units (up to 1,060,000 Placement Units if the Underwriters’ over-allotment option is exercised in full) to the Sponsor, Cantor and CCM and ; (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.
Examples of Placement Warrants in a sentence
Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.
The Ordinary Shares issuable upon exercise of the Placement Warrants have been reserved for issuance and, when issued and delivered in accordance with the terms of the Placement Warrants and the Warrant Agreement (as defined in Section 2.23), such Ordinary Shares will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable (i) upon exercise of the Warrants and Placement Warrants outstanding from time to time and (ii) upon conversion of the Founder Shares.
The Subscriber understands the Placement Warrants are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.
On the Initial Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Placement Warrants purchased or effect such delivery in book-entry form.
More Definitions of Placement Warrants
Placement Warrants means the 15,080,756 warrants issued to our Sponsor in the private placement that occurred simultaneously with the consummation of our IPO for a purchase price of $0.50 per placement warrant for a total purchase price of approximately $7,540,000, each of which is exercisable for one-half of one share of Hennessy Capital common stock at a price of $5.75 per half share ($11.50 per whole share), in accordance with its terms. Warrants may be exercised only for a whole number of shares of Hennessy Capital’s common stock. No fractional shares will be issued upon exercise of the warrants.
Placement Warrants means the warrants included within the Placement Units purchased by the Sponsor in the Private Placement. Each Placement Warrant entitles the holder thereof to purchase one share of Digital World Class A common stock for $11.50 per share.
Placement Warrants means the Warrants to purchase an aggregate of 180,000 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).
Placement Warrants means the 12,125,000 warrants issued to our Sponsor in the private placement that occurred simultaneously with the consummation of our IPO for a purchase price of $0.50 per placement warrant for a total purchase price of
Placement Warrants means common stock purchase warrants of the Company issued to the Placement Agents in the amount designated on Schedule A to the Subscription Agreement.
Placement Warrants means 5,910,416 warrants to purchase shares of Class A common stock issued to Sponsor in the Private Placement (including the additional warrants purchased after the AMCI IPO in connection with the overallotment securities issued by AMCI’s underwriters). Each Placement Warrant entitles the holder thereof to purchase one share of Class A common stock for $11.50 per share.
Placement Warrants means the warrants to purchase 243,750 shares of Class A common stock underlying the placement units.