Private Placement Common Shares definition

Private Placement Common Shares is defined in the recitals to this Agreement.
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Private Placement Common Shares has the meaning set forth in the Purchase Agreement.
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Examples of Private Placement Common Shares in a sentence

  • Notwithstanding the foregoing prohibition, the Company may issue a Competing Interest if, prior to or concurrently with such issuance, the Company adjusts the terms of the Purchase Warrants and adjust the cost basis of the private placement common shares by issuing additional shares of common, without additional charge to the holders of the Purchase Warrants or Private Placement Common Shares, to provide terns that are no less advantageous than those of the Competing Interests.

  • Each certificate, if any, representing the Private Placement Common Shares shall be endorsed with the following legends or a substantially similar legends: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold, pledged or otherwise transferred except pursuant to an exemption from registration under the Act, or pursuant to an effective registration statement under the Act.

  • The Trust hereby agrees to use its commercially reasonable best efforts to cause the Private Placement Common Shares to be listed on the New York Stock Exchange or such other exchange on which the Common Shares are then listed no later than the six-month anniversary of the date of the Closing.

  • The closing of the purchase and sale of the Private Placement Common Shares hereunder, including each Purchaser’s payment for and delivery of its Private Placement Common Shares, will take place at the offices of the Trust or the Trust’s legal counsel concurrently with, and shall be subject to, the completion of the IPO (the “Closing”).

  • At the Closing, the Trust shall deliver to each Purchaser one or more certificates evidencing the Private Placement Common Shares, registered in such Purchaser’s or its designee’s name, upon the payment of the Purchase Price applicable to such Purchaser in immediately available funds by wire transfer to an account designated by the Trust.

  • If a Purchaser shall fail at the closing to purchase the Private Placement Common Shares that such Purchaser is obligated to purchase hereunder, then this Agreement shall be terminated as it relates to such Purchaser, provided that, as between such Purchaser and the Trust, Sections 4 and 12 shall survive such termination and remain in full force and effect.

  • The Private Placement Common Shares are duly authorized, and when issued, upon proper conversion and in accordance with the terms of the Preferred Stock, will be legally issued, fully paid and non-assessable.

  • Consists of 36,657,036 shares of Common Stock registered for resale by the Selling Securityholders named in this Registration Statement, comprising (i) 30,298,320 Business Combination Shares, (ii) 515,394 Equity Award Shares, (iii) 1,150,000 Private Shares, (iv) 195,452 Private Placement Common Shares and (v) 4,470,558 Underlying Common Shares (each as defined in this Registration Statement).

  • The Rights Offering Shares, the Private Placement Common Shares, the Backstop Shares and any shares of Common Stock issuable upon conversion of any Private Placement Preferred Shares at the conversion price specified in the Certificate of Designations as of the Closing shall have been approved for listing on NYSE, subject to official notice of issuance.

  • At the Closing, the Company shall deliver to each Purchaser one or more certificates evidencing, or book-entry credits representing, the Private Placement Common Shares, registered in such Purchaser’s or its designee’s name, upon the payment of the applicable Purchase Price as set forth in Schedule A hereto by such Purchaser in immediately available funds by wire transfer to an account designated by the Company.

Related to Private Placement Common Shares

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

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

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

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

  • Private Placement Agreement has the meaning set forth in Annex A hereto.

  • 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 Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Common Shares means the common shares in the capital of the Corporation;

  • Lock-Up Securities shall have the meaning set forth in Section 4.1.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Redemption Shares has the meaning set forth in Section 6.2(a). “Reviewed Year” has the meaning ascribed to said phrase under Section 6225(d)(1) of the Code.

  • NIM Securities Any debt securities secured or otherwise backed by some or all of the Class X and Class P Certificates that are rated by one or more Rating Agencies.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “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 (viii) “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 shall have the meaning given in the Recitals hereto.

  • 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).