Private Placement Shares definition
Private Placement Shares shall have the meaning given in the Recitals hereto.
Private Placement Shares means the 525,275 shares of Common Stock comprising the Private Placement Units (or up to 585,275 shares of Common Stock if the over-allotment option is exercised in full); (vi) “Private Placement Units” shall mean the 525,275 units to be purchased by the Sponsor, or up to 585,275 units if the over-allotment option is exercised in full, each comprised of one share of Common Stock and one warrant to purchase one share of Common Stock, that the Sponsor has agreed to purchase for an aggregate purchase price of $5,252,750 (or up to $5,852,750 if the over-allotment option is exercised in full), or purchase price of $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) “Private Placement Warrants” shall mean the Warrants to purchase up to 525,275 shares of Common Stock (or up to 585,275 shares of Common Stock if the over-allotment option is exercised in full) comprising 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 Units shall be deposited; and (x) “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 Securities Exchange Act of 1934, as amended, 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 Shares means the shares of Common Stock comprising the Private Placement Units.
Examples of Private Placement Shares in a sentence
On the Over-Allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Shares purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.
Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the applicable number of over-allotment Private Placement Shares and (ii) deposit of the Over-Allotment Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date.
Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Private Placement Shares will be duly and validly issued, fully paid and nonassessable.
The offers and sales of the Founder Shares and Private Placement Shares were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Founder Shares and Private Placement Shares, exempt from such registration requirements.
Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Shares and (ii) deposit of the Base Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date.
More Definitions of Private Placement Shares
Private Placement Shares are to the Ordinary Shares included in the Private Placement Units.
Private Placement Shares means the shares sold as part of the Private Placement Units; (viii) “Restricted Private Placement Shares” are to the restricted Ordinary Shares, which shares will become transferable only upon consummation of a business combination, that Sponsor has agreed to purchase together with the Private Placement Units, for an aggregate purchase price of $4,400,000 including if the over-allotment option is exercised in full, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (ix) “Working Capital Units” shall mean the Private Placement-equivalent units that may be issued in connection with the conversion of any working capital loans; (x) “Working Capital Warrants” shall mean the warrants underlying such Working Capital Units; (xi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (xii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (xiii) “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, (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 Shares means the Class A Ordinary Shares comprising part of the Private Placement Units; (v) “Private Placement Warrants” shall mean the warrants comprising part of the Private Placement Units, the terms of which are governed by the Warrant Agreement; (vii) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (viii) “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 Units shall be deposited; and (ix) “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).
Private Placement Shares means the Ordinary Shares that the Sponsor has agreed to purchase in a private placement that shall occur simultaneously with the consummation of the Public Offering; (viii) “Public Shareholders” shall mean the holders of Class A Ordinary Shares 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 Shares 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).
Private Placement Shares means the 400,000 shares (or 430,000 shares if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $4,000,000 (or $4,300,000 if the over-allotment option is exercised in full), or $10.00 per share, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Shares” shall mean the Private Placement Shares and public shares; (vii) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (viii) “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 Shares shall be deposited; and (ix) “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).
Private Placement Shares means the shares of Common Stock purchased by the undersigned simultaneously with and subject to the consummation of the Company’s IPO, as set forth in that certain Private Placement Agreement, dated as of October 23, 2013, by and between the Company and the undersigned.
Private Placement Shares means the shares of Common Stock included in the units issued in the Private Placement.