Private Placement Price definition
Private Placement Price means the private placement value of a share of Common Stock as determined in accordance with Annex A hereto.
Private Placement Price has the meaning set forth in Annex B hereto.
Private Placement Price means the private placement value of a share of Common Stock as determined in accordance with Annex A hereto. “Private Placement Shares” has the meaning set forth in Section 3.01(b).
Examples of Private Placement Price in a sentence
Basis and Rational for Determination of Private Placement Price 1.
If the Company elects or is deemed to have elected Private Placement Settlement, then on the scheduled Trading Day immediately following the day on which the Seller informs the Company pursuant to Annex B of the number of Private Securities required to be delivered, the Company shall deliver to the Seller a number of shares of Common Stock equal to (A) the Payment Amount divided by (B) the Private Placement Price (determined in accordance with the procedures contained in Annex B).
Any change in the terms of the Private Placement, including the Private Placement Price per Share (but for the avoidance of doubt subject to the definition thereof), will need to be approved by a special committee of the Board of Directors of the Company comprised solely of disinterested Independent Directors.
Date of News Release Announcing Private Placement: Price reservation was accepted on February 23, 2018.
All of the approvals, registrations, permits, consents and authorizations by the applicable PRC governmental authorities and/or the relevant banks necessary for the Investor’s outbound investment in the Company and the remittance of the Private Placement Price outbound (the “Investment Approvals”) shall have been duly obtained and completed and remain effective as of the Closing Date.
More Definitions of Private Placement Price
Private Placement Price means a price per share based upon the price per share at which the Company sold shares of Preferred Stock in the round of equity financing immediately preceding the Subsequent Closing Date raising in excess of $3,000,000 from investors not involved in a collaborative relationship with the Company. At the Subsequent Closing, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Private Placement Price and the Company shall deliver to the Purchaser one or more stock certificates representing the Preferred Shares purchased by the Purchaser, each such certificate to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Private Placement Price for the Preferred Shares being purchased hereunder; (b) execution and delivery by the Purchaser of an amendment to that certain Amended and Restated Registration Rights Agreement dated as of March 27, 1997, as amended May 16, 1997 (the "Registration Rights Amendment"); and (c) the accuracy of the representations and warranties made by the Purchaser as of the Subsequent Closing Date and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Subsequent Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the execution and delivery by the Company of the Registration Rights Amendment; (b) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (c) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2; (d) the receipt by the --------- Purchaser, of a certificate, dated as of the Subsequent Closing Date, as to the good standing of the Company in the state of Delaware; (e) the receipt by the Purchaser of a stock certificate, representing the Preferred Shares; and (f) the accuracy of the representations and warranties made by the Company herein as of the Subsequent Closing as though such representations and warranties had been made on and as of Subsequent Closing and the fulfillment of those undertakings of the
Private Placement Price means the price per share in the sale or issuance of shares by Cayman SPV to the new investors;
Private Placement Price means the per-share or per-unit value of any securities determined as set forth in Section 3.02(c).
Private Placement Price has the meaning set forth in Annex B hereto. “Private Placement Settlement” has the meaning set forth in Section III(b). “Private Securities” has the meaning set forth in Annex B hereto. “Prospectus” has the meaning specified in Annex A hereto. “Purchase Date” has the meaning specified in Section II(a). “Purchase Price” has the meaning specified in Section II(a). “Refund Shares” has the meaning specified in Section III(a). “Registered Settlement” has the meaning set forth in Section III(b). “Registration Statement” has the meaning specified in Annex A hereto. “Regulation M” means Regulation M under the Exchange Act. “Remaining Share Amount” for any Trading Day equals (i) the Number of Initial Shares, minus (ii) the cumulative number of shares of Common Stock that Citigroup has repurchased to cover its short position in respect of this Transaction. For the avoidance of doubt, such shares shall be considered repurchased by Citigroup as of the Trading Day on which such transactions settle. “Repurchase Procedures” has the meaning specified in Section IV(b). “Rule 10b-18” means Rule 10b-18 under the Exchange Act. “SEC” has the meaning specified in Annex A hereto. “Securities Act” means the Securities Act of 1933, as amended. “Settlement Amount” means (a) the Purchase Price minus (b) the product of (i) the Number of Initial Shares and (ii) the Settlement Price, minus (c) the Dividend Amount hereunder. “Settlement Date” means the fourth Trading Day immediately following the last day of the Pricing Period. “Settlement Price” means the average price per share of Common Stock paid by Citigroup to purchase the Number of Initial Shares during the Pricing Period. “Share Cap” means, as of any date of determination, two (2) times the Number of Initial Shares minus the number of shares of Common Stock delivered by the Company to Citigroup on or prior to such date hereunder (in each case subject to adjustment pursuant to Section VI(b) and VIII). “Trading Day” means any day (i) other than a Saturday, a Sunday or a Disrupted Day, and (ii) on which the Exchange is open for trading during its regular trading session, notwithstanding the Exchange closing prior to its scheduled closing time. “Transaction” means the transaction contemplated by this Letter Agreement. 3
Private Placement Price shall have the meaning set forth in Section 2.1.
Private Placement Price means a price per share based upon the price per share at which the Company sold shares of Preferred Stock in the Private Placement. At the Alternative Closing, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to $3,000,000 and the Company shall deliver to the Purchaser one or more stock certificates representing the Preferred Shares purchased by the Purchaser, each such certificate to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the amount of $3,000,000; (b) execution and delivery by the Purchaser of the 1998 Registration Rights Agreement; and (c) the accuracy of the representations and warranties made by the Purchaser as of the Alternative
Private Placement Price. As defined in Section 3.1.2.