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Private Placement Agreements definition

Private Placement Agreements means, collectively, (a) that certain Note Purchase Agreement dated as of November 15, 2017 among the Company and the purchasers identified therein and (2) that certain Note Purchase Agreement dated as of December 8, 2016 among the Company and the purchasers identified therein, in each case, as amended or modified from time to time.
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Private Placement Agreements means the several Note Purchase Agreements dated as of September 10, 1998 among the Company and the purchasers listed in Schedule 1 thereto, pursuant to which the Company issued its 6.85% Senior Notes due July 1, 2008 in the original aggregate principal amount of $105,000,000, as such agreements were amended as of April 1, 1999, as amended and restated as of April 14, 2000, and as further amended as of April 11, 2002 and December 30, 2002.
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Private Placement Agreements means, the Private Placement Agreements, identified on Schedule 3.19 to the Senior Credit Agreement as of the date thereof, together with any guarantees thereof, and any similar agreements entered into after the date of the Senior Credit Agreement.
Sample 1

Examples of Private Placement Agreements in a sentence

  • There is no event of default or event or condition which could become an event of default with notice or lapse of time or both, under any Private Placement Agreements.

  • All Private Placement Agreements are described on Schedule 3.18 hereto.

  • PubCo represents and warrants that no person, other than a Holder, has any right to require PubCo to register any of PubCo’s shares for sale or to include PubCo’s shares in any registration filed by PubCo for the sale of shares for its own account or for the account of any other person, other than any such right pursuant to the Private Placement Agreements.

  • During 2007, the Company entered into Private Placement Agreements to sell an aggregate of 120,000 units in the securities of the Company at a price of US $1.25 per unit for total proceeds to the Company of US $150,000 (Cdn $155,945).

  • Unless otherwise approved in writing by SPAC and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), PubCo shall not enter into any Additional PIPE Subscription Agreements, permit any amendment or modification to be made to (or any waiver (in whole or in part) of), or otherwise provide consent to or under (including consent to termination) any provision or remedy under, or any replacements of, any of the Private Placement Agreements.

  • Complete and accurate copies of all Private Placement Agreements described on Schedule 3.18 have been delivered to the Administrative Agent prior to the date hereof.

  • The Company paid finders’ fees to an arm’s length third party in the sum of US $15,000 (Cdn $15,320) in connection with these Private Placement Agreements.

  • The Warrants comprising the Units have been duly authorized for issuance and, when issued and delivered by the Company pursuant to the Units and Private Placement Agreements will constitute legal, valid and binding obligations of the Company entitled to the benefits thereof.

  • The Units to be purchased by the Private Placement Purchasers from the Company have been duly authorized for issuance and sale to the Private Placement Purchasers pursuant to the Private Placement Agreements and, when paid for by the Private Placement Purchasers pursuant to the Private Placement Agreements, will constitute legal, valid and binding obligations of the Company entitling the holders thereof to the benefits of the Unit.

  • The shares of Common Stock comprising the Units have been duly authorized for issuance and sale to the Private Placement Purchasers pursuant to the Private Placement Agreements and, when issued and delivered by the Company pursuant to the Units and Private Placement Agreements, will be validly issued and fully paid and non-assessable, and the issuance of the shares of Common Stock comprising the Units is not subject to any preemptive or similar rights.


More Definitions of Private Placement Agreements

Private Placement Agreements means the two Note Agreements described in the definition of "Private Placement Noteholders" set forth below in this Section 1.01.
Sample 1
Private Placement Agreements means, the Private Placement Agreements, identified on Schedule 3.18, together with any guarantees thereof, and any similar agreements entered into after the Effective Date. “Private Placement Debt” means all Indebtedness under or pursuant to any Private Placement Agreements at any time. “Pro Forma Basis” means, in respect of any Specified Transaction, including any related financing or other transactions in connection therewith, such Specified Transaction shall be deemed to have occurred on the first day of the relevant period for which such matters were calculated on a pro forma basis reasonably acceptable to the Administrative Agent and the Borrower (and, for the avoidance of doubt, thereafter until the completion of four fiscal quarters following such Specified Transaction), and for purposes of determining pro forma compliance or making a determination on a pro forma basis such determination on any date with any or all of such covenants shall be computed and deemed tested on such date on the basis of balance sheet amounts as of such date and income statement amounts for the most recently completed period of four consecutive fiscal quarters for which financial statements shall have been delivered to Administrative Agent and calculated on such pro forma basis in respect of the Specified 21
Sample 1
Private Placement Agreements. Restricted Payment", "Supplemental Coupon Elimination Date", "Supplemental Interest Rate", and "Year 2000 Problem".
Sample 1
Private Placement Agreements means the documents that establish the terms and conditions for the issuance of the Convertible Preferred Stock to the Investor, including a subscription agreement, a warrant agreement and a registration rights agreement.
Sample 1
Private Placement Agreements means each Note Agreement dated as of March 1, 1990 of the Company regarding the $25,000,000 9.30% Senior Serial Notes, Series A due March 1, 1997 and $25,000,000 9.45% Senior Serial Notes, Series B due March 1, 2000, as amended or modified from time to time.
Sample 1

Related to Private Placement Agreements

  • 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 Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Private Placement Units 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 Warrants shall have the meaning given in the Recitals hereto.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Placement Agreement means the Placement Agreement relating to the offering and sale of Capital Securities in the form of Exhibit C.

  • Private place means a location which, at the time alcoholic beverages are kept, dispensed, or consumed, meets all of the following criteria:

  • 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).

  • 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.

  • Investment Agreements has the meaning set forth in the Recitals.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Placement Agent Agreement means the placement agent agreement, dated on or about the date hereof, between the Company and the Placement Agent.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Placement Agency Agreement means the Placement Agency Agreement by and between the Company and the Placement Agent dated the date hereof.

  • PIPE Subscription Agreements has the meaning set forth in the recitals to this Agreement.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.

  • Replacement Agreement means an agreement entered into as a replacement for any Relevant Agreement;

  • Subscription Agreements shall have the meaning given in the Recitals hereto.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Reinvestment Agreements One or more reinvestment agreements, acceptable to the Rating Agencies, from a bank, insurance company or other corporation or entity (including the Trustee).

  • Securities Financing Transactions means collectively securities lending transactions, sale and repurchase transactions and reverse repurchase transactions.

  • Note Purchase Agreements means (i) that certain Note Purchase Agreement, dated as of April 16, 2014 among the Parent, the Borrower, and the purchasers party thereto, (ii) that certain Note Purchase Agreement, dated as of December 18, 2014 among the Parent, the Borrower, and the purchasers party thereto, and (iii) that certain Note Purchase Agreement, dated as of June 13, 2018, among the Parent, the Borrower, and the purchasers party thereto, in each case as amended from time to time.

  • Lockup Agreement means a Lockup Agreement in the form of Exhibit C hereto.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Registration Agreement means the Exchange and Registration Rights Agreement dated February 18, 2003 between the Company and the Initial Purchasers relating to the Securities and (b) any other similar Exchange and Registration Rights Agreement relating to Additional Securities.

Most Referenced Clauses

Most Referenced Definitions