Private Placement Parties definition

Private Placement Parties means those Persons who are party to the Subscription Agreement and who have agreed to purchase Limited Voting 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);
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Private Placement Parties means, collectively, the Noteholder Co-Proponents and any other Person that becomes party to the Private Placement Agreement, subject to, and in accordance with, the terms thereof.
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Private Placement Parties has the meaning given to it in the Term Sheet. “Private Placement Shares” has the meaning given to it in the Term Sheet.
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Examples of Private Placement Parties in a sentence

  • Any such amendment, restatement, modification and/or supplement of Schedule “A” shall be deemed to be effective automatically upon receipt of the prior written consent of the Majority Private Placement Parties Upon an amendment, restatement, modification or supplement to Schedule “A”, Concordia shall (i) provide notice to the service list in the CBCA Proceedings of such amendment, restatement, modification and/or supplement of Schedule “A”, and (ii) file a copy thereof with the Court.

  • C- 36, as amended (“CCAA Proceedings”), to the extent consented to by the Majority Initial Consenting Debtholders and the Majority Consenting Private Placement Parties, or chapter 11 of the United States Bankruptcy Code, 11.

  • Unless otherwise agreed by the Majority Private Placement Parties, all Limited Voting Shares outstanding immediately prior to implementation of the Chapter 11 Plan shall be cancelled without any consideration therefor.

  • Assuming the accuracy of the representations and warranties of the Private Placement Parties set forth in Article V, it is not necessary in connection with the issuance and sale of such Common Shares and Preferred Equity to the Private Placement Parties in the manner contemplated by this Agreement and the Disclosure Statement to register such Preferred Equity and Common Shares under the Securities Act.

  • 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.

  • Party City, the Issuer, the Consenting Noteholders and the Private Placement Parties shall work together in good faith to identify and sign up additional Private Placement Parties to increase such commitment to $50.0 million of New Money First Lien Issuer Notes prior to the Commencement Date.

  • As consideration for entering into the Backstop and Private Placement Agreement (and, initially, the Private Placement Commitment Agreement, if applicable) and providing their respective Commitments, Party City will pay to each of the Private Placement Parties its pro rata portion of an aggregate premium of $5.0 million in the form of New Money First Lien Issuer Notes (the “Private Placement Fee”).

  • Provided that it holds at least 12.5% of the Limited Voting Shares from time to time, each of GSO and Solus will be considered a “Plan Sponsor” for purposes of the governance arrangements and the Plan Sponsors and the other Private Placement Parties will be considered “Shareholder Parties” for purposes of the governance arrangements, together with any other entity that acquires at least 5% of the Limited Voting Shares from another Shareholder Party in a single transaction by way of private agreement.

  • Except as otherwise provided in this Agreement, nothing in this Agreement shall give the Private Placement Parties, directly or indirectly, any right to control or direct the operations of the Debtors.

  • All or any of the conditions set forth in Section 7.1 may only be waived in whole or in part with respect to all Private Placement Parties by a written instrument executed by the Requisite Consenting Noteholders and if so waived, all Private Placement Parties shall be bound by such waiver.


More Definitions of Private Placement Parties

Private Placement Parties means, collectively, the Noteholder Co-Proponents and any other Person that becomes party to the Private Placement Agreement, subject to, and in accordance with, the terms thereof. Preferred Equity at a 35% discount to Plan Equity Value for an aggregate purchase price of $750 million. The Preferred Equity will have a dividend rate of 8.5% per annum, payable semi-annually in kind as a dividend of additional shares of Preferred Equity and has a liquidation preference, optional and mandatory conversion provisions, anti-dilution protection, voting rights and certain other material terms and conditions as set forth on Exhibit I.A.163. to the Plan. In connection with the Private Placement and pursuant to the terms of the Private Placement Agreement, the Private Placement Parties will receive an (i) 8.0% commitment premium of the $750 million committed amount, payable on the Effective Date in Reorganized PEC Common Stock (the "Private Placement Commitment Premium," and, together with the Rights Offering Backstop Commitment Premium, the "Commitment Premiums") and (ii) a 2.5% monthly ticking fee accruing beginning on April 3, 2017 until the Effective Date (with proration for partial months (the "Private Placement Ticking Premium," and (a) together with the Rights Offering Ticking Premium, the "Ticking Premiums," or (b) together with the Private Placement Commitment Premium, the "Private Placement Premiums"). The Private Placement Commitment Premium is payable in Reorganized PEC Common Stock on the Effective Date valued by reference to the Plan Equity Value and will be allocated among the Private Placement Backstop Parties pursuant to the terms of the Private Placement Agreement. The Private Placement Commitment Premium shall be fully earned and nonrefundable upon entry by the Bankruptcy Court of the PPA and BCA Approval Order and the Private Placement Ticking Premium shall be fully earned and nonrefundable as accrued through the Effective Date. The foregoing is a high level summary of the terms of the Rights Offering, the Rights Offering Backstop Commitment Agreement, the Private Placement and the Private Placement Agreement. On or before December 22, 2016 the Debtors will file a motion (the "Rights Offering Motion") seeking, among other things, approval of the Rights Offering Backstop Commitment Agreement, the Private Placement Agreement and procedures for the Rights Offering (the "Rights Offering Procedures"). For additional information regarding the terms of the...
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Private Placement Parties has the meaning set forth in the Transaction Term Sheet.
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Private Placement Parties means the Shareholder Parties set forth in Appendix C attached hereto; provided, that if GSO or Solus ceases to qualify as a Plan Sponsor in accordance with the definition of such term in this Section 1.1, such party shall automatically be deemed to be a Private Placement Party for so long as it beneficially owns Limited Voting Shares, subject to Section 7.14.
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Private Placement Parties has the meaning given to it in the Term Sheet. “Private Placement Shares” has the meaning given to it in the Term Sheet. “Pro-Rata Share” has the meaning given to it in the Term Sheet. “Recapitalization Transaction” has the meaning given to it in the preamble hereto. “Recapitalization Transaction Terms” has the meaning given to it in the preamble hereto. “Regulation S” means Regulation S as promulgated by the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder, or any successor statute. “Released Parties” has the meaning given to it in Section 10. “Releases” has the meaning given to it in Section 10. “Relevant Debt” means, collectively, all Relevant Secured Debt, Total Secured Debt, Relevant Unsecured Debt and/or Total Unsecured Debt held by a Consenting Debtholder. “Relevant Secured Debt” has the meaning given to it in Section 2(a)(i). “Relevant Shares” has the meaning given to it in Section 2(a)(iii). “Relevant Unsecured Debt” has the meaning given to it in Section 2(a)(ii). “Representatives” has the meaning given to it in Section 14. “Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, and Syria). “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the
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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.
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Related to Private Placement Parties

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

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

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

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

  • Private Placement Shares 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).

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

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

  • Interstate placement means the arrangement for the care of a child in an adoptive home, foster care placement or in the home of the child's parent or with a relative or nonagency guardian, into or out of the Commonwealth, by a child-placing agency or court when the full legal right of the child's parent or nonagency guardian to plan for the child has been voluntarily terminated or limited or severed by the action of any court.

  • Foster care placement means placement of a child through (i) an agreement between the parents or

  • Placement Agents shall have the meaning set forth in the preamble.

  • Placement Agent means X.X. Xxxxxxxxxx & Co., LLC.

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

  • Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.

  • Positive placement means that the graduate is employed full or part-time in the profession or in a related field; or continuing his/her education; or serving in the military. A related field is one in which the individual is using cognitive, psychomotor, and affective competencies acquired in the educational program.

  • Permanent foster care placement means the place of residence in which a child resides and in

  • Released Securities means Shares of Restricted Stock with respect to which all applicable restrictions have expired, lapsed, or been waived.

  • PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

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

  • Securities Lending Agreement means an agreement under which a local agency agrees to transfer securities to a borrower who, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral.

  • Securities Financing Transactions means repurchase agreements, reverse repurchase agreements, securities lending agreements and any other transactions within the scope of SFTR that a Fund is permitted to engage in;

  • Backstop Parties means, collectively, the Initial Backstop Parties and the Additional Backstop Parties.

  • Commitment Parties means the “Commitment Parties” as defined in the Commitment Letter.