Private Placement Offering definition

Private Placement Offering means only that private placement offering of Units conducted pursuant to the Confidential Private Placement Memorandum of the Company, dated November 30, 2016.

Private Placement Offering means that certain private placement offering being conducted by the Debtor in conjunction with the Plan confirmation process whereby the Debtor is offering to sell (net of fees and commissions) at least $1.7 million and no more than $3 million (net) in New Common Stock and New Warrants to New Investors on the same terms and conditions offered to the holders of Postpetition Senior Secured Notes that elect under Section III.A.1.d to convert their Claims under the Plan. If the requisite minimum funds are committed, the closing of the Private Placement Offering will occur on the Effective Date.

Private Placement Offering means the offering of $56.5 million aggregate principal amount of the 6% notes under Subscription Agreements in a transaction exempt from registration under the Securities Act.

Examples of Private Placement Offering in a sentence

• Neither the Parent, nor any of its Affiliates, nor, to the knowledge of the Parent, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the shares to be issued in the Private Placement Offering.

• The costs and expenses of the Parent and the Company (including legal fees and expenses of the Parent and the Company) incurred in connection with this Agreement and the transactions contemplated hereby shall be payable at Closing from the proceeds of the Private Placement Offering.

• Except in connection with the Private Placement Offering, as expressly contemplated by the Transaction Documentation, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Parent is a party or which are binding upon the Parent providing for the issuance or redemption of any of its capital stock.

• Except in connection with the Private Placement Offering or as contemplated by the Transaction Documentation, there are no agreements to which the Parent is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Parent.

• The Restricted Holder acknowledges and agrees that its entering into this Agreement with Parent and its covenants and agreements herein are a material inducement to the Parent’s entering into the Merger Agreement and proceeding with the Merger and the Private Placement Offering, and Parent’s so doing constitute valuable consideration to the Restricted Holder.

More Definitions of Private Placement Offering

Private Placement Offering means the private placement offering by Issuer of up to 2,000,000 shares of its common stock, par value $0.0001 per share, commencing on February 20, 2002 and closing contingent upon the closing of the Voluntary Share Exchange Agreement between HiEnergy Microdevices, Inc. and Issuer on or before April 30, 2002.

Private Placement Offering means an offering of securities that is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) or Section 4(6) or pursuant to Rules 504, 505 or 506 under the Securities Act of 1933.

Private Placement Offering means the issuance of up to 20,000 units (as defined in the subscription agreement) in a private placement to “accredited investors” on the terms and conditions set forth in that certain form of Sanuwave, Inc. subscription agreement.

Private Placement Offering means the private placement offering by the Corporation of up to $11,500,000 of special warrants at a purchase price of $1,000 per special warrant;

Private Placement Offering means that certain private placement offering, effective on or about July 22, 2008, pursuant to which the Company is offering 7.0 million shares of the Company’s common stock at $3.00 per share, for gross proceeds to the Company of $21,000,000 with an option to accept additional subscriptions for an aggregate 10.0 million shares of common stock for aggregate gross proceeds of $30.0 million, which offering has been extended until June 30, 2009. Private Placement Offering shall also mean any future private placement offering of common stock if the current Private Placement Offering expires.

Private Placement Offering means the Company’s private placement offering of a maximum of 9,000 Units pursuant to the Offering Memorandum.

Private Placement Offering means, pursuant to a written private placement memorandum, the Initial Member's first offering and sale of Percentage Interests in the Company to persons or entities who meet the requirements of Section 4.1(b), (c) or (d) herein.