Private Placement Securities definition
Private Placement Securities means the units, each consisting of one share of Common Stock and one warrant, and the warrants issued in the Private Placement.
Private Placement Securities means, collectively, the Private Placement Pre-Funded Warrants and the Private Placement Warrants (and, for the avoidance of doubt, excludes the shares of the Company’s common stock issuable upon exercise thereof).
Private Placement Securities means the Private Placement Units and the Private Placement Warrants, (vi) “Private Placement Units” shall mean the aggregate of 295,000 Units (or 316,389 Units if the over-allotment option is exercised in full) that the Sponsor and the Representative have agreed to purchase for an aggregate purchase price of $2,950,000 (or $3,163,890 if the over-allotment option is exercised in full), or $10.00 per Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering, (vii) “Private Placement Warrants” shall mean (a) the Warrants to purchase up to 500,000 shares of Class A Common Stock of the Company (or 548,610 shares of Class A Common Stock if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $500,000 (or $548,610 if the over-allotment option is exercised in full), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering and (b) the Warrants underlying the Private Placement Units, (viii) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (ix) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Securities shall be deposited; and (x) “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).
Examples of Private Placement Securities in a sentence
The Private Placement Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.
Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required to be or may be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Public Securities pursuant to the Registration Statement or the Private Placement Securities in the Private Placement.
The Private Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants are hereinafter referred to collectively as the “Private Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Private Placement Securities sold in the Private Placement.
No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Private Placement Securities will be paid to any FINRA member participating in the Offering, or any persons associated or affiliated with a member of FINRA participating in the Offering, except as specifically authorized herein.
More Definitions of Private Placement Securities
Private Placement Securities shall have the meaning given in the Recitals hereto.
Private Placement Securities means the 5,000,000 warrants of the Company (the “Private Placement Warrants”), each to purchase one share of Common Stock (including the underlying shares of Common Stock) issued to the Founder pursuant to the Founder’s Securities Purchase Agreement.
Private Placement Securities means those units of PubCo issued to Sponsor pursuant to the Subscription Agreement, including the shares of Class A Common Stock of PubCo underlying such units, the warrants to purchase Class A Common Stock of PubCo underlying such units and the shares of Class A Common Stock of PubCo underlying such warrants.
Private Placement Securities means securities that are exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities Act of 1933.
Private Placement Securities means the 394,267 units (including the underlying Class A Ordinary Shares, Warrants and Rights) and 788,534 restricted Class A Ordinary Shares (the “Restricted Shares”) issued to our Sponsor and a certain institutional investor (the “Private Placement Investor”) (whether or not the over-allotment option is exercised), of which 212,500 units and 425,000 Restricted Shares would be purchased indirectly by the sponsor non-managing members, in private placements that will close simultaneously with the closing of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Securities shall be deposited and (viii) “Transfer” shall mean the (a) sale or assignment 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).
Private Placement Securities means the Founders’ Securities and the Sponsors’ Warrants; (e) “Public Stockholders” shall mean the holders of the Company’s securities issued in the Offering; (f) “Registration Rights Agreement” shall mean that certain Registration Rights Agreement, dated as of [________], 2008, entered into by and among the Company, the Sponsors and the other parties thereto; (g) “Sponsors” shall mean ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Partners Acquisition LP, a Delaware limited partnership, and BNYH BPW Holdings LLC, a Delaware limited liability company; (h) “Sponsors’ Warrants” shall mean the 7,000,000 warrants of the Company in aggregate amount, each exercisable for one share of Common Stock, acquired by the Sponsor simultaneously with the consummation of the Offering, of which an aggregate of 149,166 Sponsors’ Warrants were subsequently transferred to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; and (i) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Offering and the proceeds of the private placement of the Sponsors’ Warrants will be deposited.
Private Placement Securities means 307,000 Units issued by Purchaser to G-Star Management Corporation in a private placement that was consummated simultaneously with the closing of the initial public offering of the Purchaser and the of the Ordinary Shares of the Purchaser issued or issuable upon conversion of the Units.