Examples of Private Placement Purchase Agreement in a sentence
This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Shares in violation of the terms of the Private Placement Purchase Agreement.
On the Effective Date, the Company shall have delivered to the Representative executed copies of the Escrow Agreement, the Trust Agreement, the Warrant Agreement, the Services Agreement, the Private Placement Purchase Agreement and all of the Insider Letters.
It is not necessary, in connection with the offer or sale of the Common Stock to iStar pursuant to the Private Placement Purchase Agreement, in the manner contemplated by the Private Placement Purchase Agreement, to register such offer or sale of Common Stock under the 1933 Act, and such offer and sale will not be integrated with the offer and sale of the Securities as contemplated by this Agreement, the Registration Statement, the General Disclosure Package and the Prospectus.
Reference is made to the Private Placement Purchase Agreement for certain registration rights with respect to the shares issuable on exercise of this Warrant.
The shares of Common Stock to be sold in the Concurrent iStar Placement have been duly authorized for issuance and sale, and when issued and delivered by the Company pursuant to the Private Placement Purchase Agreement, will be validly issued and fully paid and non-assessable, and free and clear of any pledge, lien, encumbrance, security interest or other claim.
On the Effective Date, the Company shall have delivered to the Representative executed copies of the Escrow Agreement, the Trust Agreement, the Warrant Agreement, the Office Services Agreement, the Private Placement Purchase Agreement and all of the Insider Letters.
The Existing Stockholders and the Company have delivered executed copies of the Private Placement Purchase Agreement and the Existing Stockholders have delivered the purchase price on or before the Closing Date.
The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider Letters executed between each existing stockholder and Pali Capital or the Private Placement Purchase Agreement executed by the Existing Stockholders and the Company and will not allow any amendments to, or waivers of, such Insider Letters, Private Placement Purchase Agreement or the Trust Account without the prior written consent of the representative.
The Private Placement Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor, in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider Letters executed between each existing stockholders and Pali Capital or the Private Placement Purchase Agreement executed by the management stockholders and the Company and will not allow any amendments to, or waivers of, such Insider Letters, Private Placement Purchase Agreement or the Trust Account without the prior written consent of the Representative.