Private Placement Commitment definition

Private Placement Commitment has the meaning set forth in Section 2.2.
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Private Placement Commitment means the respective amount of the Private Placement expressed as a dollar amount that each Private Placement Party agrees to subscribe for, as set forth in the Subscription Agreement (as may be adjusted from time to time in accordance with the terms of the Subscription Agreement);
Sample 1Sample 2
Private Placement Commitment means the respective amount of the Private Placement expressed as a dollar amount that each Private Placement Party agrees to subscribe for, as set forth in the Subscription Agreement (as may be adjusted from time to time in accordance with the terms of the Subscription Agreement); “Private Placement Commitment Consideration” means cash in the amount of $44,000,000, earned and payable to the Private Placement Parties pursuant to the Subscription Agreement, as may be adjusted pursuant to the terms of the Subscription Agreement; “Private Placement Parties” means those Persons who are party to the Subscription Agreement and who have agreed to purchase Common Shares pursuant to the Private Placement in accordance with the terms of the Subscription Agreement (as such parties may be replaced or as additional parties may agree to be bound by the Subscription Agreement from time to time in accordance with the Subscription Agreement); “Private Placement Pro Rata Share” means, as to any Funding Private Placement Party, the percentage that such Funding Private Placement Party’s Private Placement Commitment bears to the Total Offering Size; “Private Placement Shares” means up to the []1 Common Shares to be issued to Private Placement Parties pursuant to the Private Placement; “Proxy and Information Agent” means Kingsdale Partners LP; 1 To represent 87.69% of the outstanding Common Shares immediately following implementation of the Plan, subject to MIP Dilution.
Sample 1

Examples of Private Placement Commitment in a sentence

  • For the avoidance of doubt, nothing in this Section 2.5(a) shall relieve any Private Placement Party of its obligation to fulfill its Private Placement Commitment and all conditions in this Section 2.5(a) shall be several and not joint.

  • On the fifth (5th) Business Day before the Closing Date (the “Escrow Account Funding Date”), each Private Placement Party shall deliver and pay an amount equal to the aggregate Per Share Purchase Price for such Private Placement Party’s Private Placement Commitment, by wire transfer of immediately available funds in U.S. dollars into the Escrow Account in satisfaction of such Private Placement Party’s Private Placement Commitment and its obligation to purchase Private Placement Shares.

  • Such Private Placement Party has sufficient assets and the financial capacity to perform all of its obligations under this Agreement, including the ability to fully fund such Private Placement Party’s Private Placement Commitment.

  • Subject to Section 3.2, in consideration for the Private Placement Commitment and the other agreements of the Private Placement Parties in this Agreement, the Company shall pay or cause to be paid to the Private Placement Parties a nonrefundable aggregate premium equal to $60,000,000, which represents 8.0% of the Private Placement Amount (the “Private Placement Commitment Premium”).

  • The Private Placement Ticking Premium shall be payable to the Private Placement Parties (including any Replacing Private Placement Party, but excluding any Defaulting Private Placement Party) or their designees based upon their respective Private Placement Commitment Percentages as of the Effective Date.

  • SD Canada is wholly owned by Sea Delight International, LLC (“SD International”), which has three members: (1) the ES Trust; (2) the MS Trust; and (3) Cesar Bencosme, an individual who is a citizen of Florida.

  • For the avoidance of doubt, any Private Placement Party that fails to fulfil its obligation to fully deliver and pay the aggregate Per Share Purchase Price for such Private Placement Party’s Private Placement Commitment Percentage of any Available Shares or fully fund such Private Placement Party’s Private Placement Commitment and duly purchase all Private Placement Shares issuable to it pursuant to such exercise on the Funding Date, as applicable, shall be deemed a Defaulting Private Placement Party.

  • The Credit Parties shall have paid (or such amounts shall be paid concurrently with the Closing) all fees and expense reimbursement amounts invoiced through the Closing Date of each Commitment Party as required in accordance with the terms of the Transaction Support Agreement or the Private Placement Commitment Agreement (as defined in the Transaction Support Agreement) among the Credit Parties and such Commitment Party.

  • Prior to the Closing Date, no Private Placement Party and, in the event of a Private Placement Party Default, no Replacement Private Placement Party, may Transfer all or any portion of its Private Placement Commitment to any other Person (other than to another Private Placement Party that is not a Defaulting Private Placement Party), without the prior written consent of the Credit Parties.

  • For the avoidance of doubt, each Phase Two Private Placement Party will be subject to the dilution protections as set forth in the Private Placement Commitment Percentage.

Related to Private Placement Commitment

  • 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 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 Units shall have the meaning given in the Recitals hereto.

  • Commitment Date has the meaning specified in Section 2.18(b).

  • Initial Commitment means, as to the Lender, its obligation to make an Initial Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite the Lender’s name in Schedule 1.01A under the caption “Initial Commitment”, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The initial aggregate amount of the Initial Commitments is $75,000,000.

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

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

  • Commitment Agreement means the written agreement that may be required at EDTI’s sole discretion between a Customer and EDTI whereby the Customer both authorizes the design and construction of new or expanded Facilities and agrees to pay all cancellation costs if the project is cancelled or if the Customer fails to sign an Electric Service Agreement prior to the energization of the new or expanded Facilities;

  • Commitment Increase Date has the meaning assigned to such term in Section 2.08(e).

  • Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Incremental Commitment Agreement means each Incremental Commitment Agreement in the form of Exhibit R (appropriately completed) executed and delivered in accordance with Section 2.14.

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

  • Replacement Revolving Commitments shall have the meaning assigned to such term in Section 2.22.

  • Commitment Amount means, as the context may require, the Revolving Loan Commitment Amount, the Letter of Credit Commitment Amount or the Swing Line Loan Commitment Amount.

  • Commitment Increase Agreement has the meaning assigned to such term in Section 2.20.

  • Commitment Increase has the meaning specified in Section 2.18(a).

  • Commitment Increase Notice as defined in Section 2.1(b).

  • SBIC Equity Commitment means a commitment by the Borrower to make one or more capital contributions to an SBIC Subsidiary.

  • Replacement Revolving Facility Commitments shall have the meaning assigned to such term in Section 2.21(l).

  • Commitment Increase Supplement as defined in subsection 2.20(c).

  • Commitment Increase Effective Date has the meaning set forth in Section 2.02(b).

  • Incremental Loan Commitment shall have the meaning ascribed to such term in Section 2.22(a).

  • Revolving Commitment Increase has the meaning set forth in Section 2.14(a).

  • Term Commitment Increase has the meaning specified in Section 2.14(a).