Private Placement Purchasers definition

Private Placement Purchasers shall have the meaning given in the Recitals hereto.
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Private Placement Purchasers means the Co-Sponsors, I-Bankers Securities, Inc., Sea Otter Securities Group LLC, Eagle Point Credit Management LLC, Greentree Financial Group Inc., Sixth Borough Capital Fund LP, Jxxxx Xxxxxxx, R. Xxxxxxx Xxxxxxxxx, and Rxxxxx X. Xxxxxx, Xx.; (ix) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (x) “Representative’s Shares” shall mean the 325,000 shares of our Class A common stock (or up to 373,750 shares if the over-allotment option is exercised in full) to be issued to the Representative and/or its designees upon the closing of the Public Offering; (xi) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (xii) “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 Exchange Act, 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).
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Private Placement Purchasers has the meaning specified therefor in the introductory paragraph of this Agreement.
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Examples of Private Placement Purchasers in a sentence

  • The Company shall have issued and sold the Private Placement Shares to the Private Placement Purchasers.

  • Nothing contained herein, and no action taken by the Purchaser pursuant thereto, shall be deemed to constitute the Private Placement Purchasers as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Private Placement Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement.

  • Any financial or other data regarding Apollo and its direct and indirect subsidiaries, including, but not limited to, the Manager and the Private Placement Purchasers, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, is derived from Apollo’s accounting or other applicable records and is accurate in all material respects.

  • The Company shall have issued and sold the Private Placement Securities to the Private Placement Purchasers.

  • The Company has entered into an agreement with InterAmerican Capital Partners II LLC ("ICPII"), an entity wholly-owned by certain of the Initial Stockholders, and Xxxxxxx Xxxxxxx ("Propper" and collectively with ICPII, the "Private Placement Purchasers") for the purchase by the Private Placement Purchasers of $1,500,000 of Warrants in a private placement to be completed on or prior to the Closing Date (the "Warrant Purchase Agreement").

  • The Company, the Private Placement Purchasers and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Prior to or concurrently with the Closing Date, the Company shall have issued and sold the Private Placement Shares to the Private Placement Purchasers pursuant to the Private Placement Purchase Agreements.

  • The shares of Common Stock comprising the Units have been duly authorized for issuance and sale to the Private Placement Purchasers pursuant to the Private Placement Agreements and, when issued and delivered by the Company pursuant to the Units and Private Placement Agreements, will be validly issued and fully paid and non-assessable, and the issuance of the shares of Common Stock comprising the Units is not subject to any preemptive or similar rights.

  • The Private Placements were conducted in accordance with Regulation S under the Securities Act and all requirements of Category 1 requirements of Regulation S were duly complied with by the Company and the Private Placement Purchasers.

  • The Units to be purchased by the Private Placement Purchasers from the Company have been duly authorized for issuance and sale to the Private Placement Purchasers pursuant to the Private Placement Agreements and, when paid for by the Private Placement Purchasers pursuant to the Private Placement Agreements, will constitute legal, valid and binding obligations of the Company entitling the holders thereof to the benefits of the Unit.


More Definitions of Private Placement Purchasers

Private Placement Purchasers means the purchasers of the Private Placement Notes.
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Private Placement Purchasers. The purchasers of shares in the Pending Private Placement.
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Private Placement Purchasers shall have the meaning specified in the introductory paragraph.
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Private Placement Purchasers means Purchasers who elect to complete, and do complete, the exchange of the Special Warrants for the Common Shares subject to applicable Canadian Securities Laws restrictions for private placements should the Qualification Date not occur and subject to the terms and conditions set out in the Special Warrant Indenture and Section 2(3) hereof;
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Related to Private Placement Purchasers

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

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

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

  • Subsequent Purchaser Any Person that acquires an interest in a Mortgage Loan from Purchaser.

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

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

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

  • Initial Purchasers shall have the meaning set forth in the preamble.

  • Purchased Securities has the meaning assigned in the Terms;

  • 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.

  • Original Purchasers means RBC Capital Markets, LLC, Chicago, Illinois, and the other original purchasers designated by the Fiscal Officer in the Certificate of Award.

  • Privately Offered Certificates [______________], Mortgage Pass-Through Certificates, Series [_______], Class [__] issued pursuant to the Pooling and Servicing Agreement.

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

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

  • Subsequent Purchase Agreement means an agreement by and between the Seller and the Purchaser pursuant to which the Purchaser will acquire Subsequent Receivables, substantially in the form of Exhibit A hereunder.]

  • Purchasers is defined in Section 12.3.1.

  • Forward Purchase 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).

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

  • 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.

  • Warrant Purchase Agreement means a warrant purchase agreement under which a Warrant is issued entered into by Borrower and an Affiliate of Lenders contemporaneously with the execution of this Loan Agreement.

  • Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.

  • NIM Securities As defined in the tenth Recital to this Agreement.

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