Placement Warrants shall have the meaning given in the Recitals hereto.
Placement Warrants means the Warrants to purchase up to an aggregate of 445,750 shares of the Common Stock that are included in the Placement Units; (vi) “Placement Units” shall mean the aggregate of up to 891,500 Units of the Company (each Placement Unit consists of one-half of one Placement Warrant and one Placement Share) sold in the Private Placement to the Sponsor, Cantor and CCM for an aggregate purchase price of up to $8,915,000; (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 up to 891,500 Placement Units to Phoenix Biotech Sponsor, LLC, a Delaware limited liability company, Cantor and CCM; (x) “Sponsor” shall mean, Phoenix Biotech Sponsor, 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 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.
Placement Warrants means the Warrants to purchase up to an aggregate of 723,333 Ordinary Shares that are included in the Placement Units; (viii) “Placement Units” shall mean the aggregate of 2,170,000 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 $21,700,000; (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 2,170,000 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.
Examples of Placement Warrants in a sentence
The Investor understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.
The Parties intend and agree that, for U.S. federal income tax purposes, the transfer of Private Placement Warrants pursuant to this Agreement shall be treated as (a) a non-taxable contribution by Sponsor of its Private Placement Warrants to the capital of the Company for no consideration and (b) an issuance by the Company of an amount of PIPE Warrants equal to the number of Private Placement Warrants transferred pursuant to Section 1(a) to Investor in connection with its purchase of Notes.
The Company has duly authorized the issuance and sale of the Private Placement Units, including the Private Placement Shares, the Private Placement Warrants and the Private Placement Rights included in the Private Placement Units, and, subject to proper exercise of the Private Placement Warrants and against payment therefor or upon conversion of the Private Placement Rights, the Shares underlying such Private Placement Warrants and Private Placement Rights, to the Purchaser.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement and Rights Agreement, the Private Placement Shares included in the Private Placement Units and the Shares issuable upon exercise of the Private Placement Warrants or in connection with the Private Placement Rights will be duly and validly issued, fully paid and nonassessable.
Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement, the Rights Agreement and this Agreement, the Private Placement Units, including the Private Placement Warrants and Private Placement Rights included in the Private Placement Units, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
More Definitions of Placement Warrants
Placement Warrants means the Warrants to purchase up to an aggregate of 341,500 Ordinary Shares that are included in the Placement Units; (viii) “Placement Units” shall mean the aggregate of up to 341,500 Units of the Company (each Placement Unit consists of one Placement Warrant, one right to receive one-tenth of one Ordinary Share and one Placement Share) sold in the Private Placement to the Sponsor for an aggregate purchase price of up to $3,415,000; (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 341,500 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 and the sale of the Placement Units (and, if applicable, any extension loan, as described in the prospectus related to the IPO) 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 Exchange Act, 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 amended and restated memorandum and articles of association, as the same may be amended from time to time.
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 aggregate of 300,000 Warrants to purchase up to an aggregate of 300,000 shares of the Common Stock that are included in the Placement Units; (vi) “Placement Units” shall mean the aggregate of 300,000 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 Xxxxxxxxxx for an aggregate purchase price of $3,000,000; (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 300,000 Placement Units to FinTech Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and Cantor Xxxxxxxxxx; and (x) references to completion of the Offering shall exclude any exercise of the Underwriters’ over-allotment option.
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 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 Common Stock issued to the Placement Agent or its designees in connection with the offering described in the PPM.
Placement Warrants is defined in the preamble to this Agreement.