Private Placement Shares Purchase Agreement definition

Private Placement Shares Purchase Agreement shall have the meaning given in the Recitals hereto.
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Private Placement Shares Purchase Agreement means that certain Private Placement Shares Purchase Agreement, dated as of February 25, 2021, by and between the Company and the Sponsor.
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Private Placement Shares Purchase Agreement that shall close simultaneously with the consummation of the Public Offering; (v) “Public Shareholders” shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (vi) “Public Shares” shall mean the Ordinary Shares issued in the Public Offering; (vii) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Shares shall be deposited; (viii) “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 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
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Examples of Private Placement Shares Purchase Agreement in a sentence

  • The Private Placement Shares 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 Private Placement Shares 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.

  • At least one business day prior to the First Closing Date, the Company shall deposit the net proceeds from the sale of the Private Placement Shares into the Trust Account as provided by the terms of the Private Placement Shares Purchase Agreement.

  • The Private Placement Shares have been duly authorized for issuance and sale pursuant to the Private Placement Shares Purchase Agreement and, when issued and delivered by the Company in the manner set forth in the Private Placement Shares Purchase Agreement against payment therefor, will be validly issued, fully paid and non-assessable.

  • The Sponsor has executed and delivered a Private Placement Shares Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Share Purchase Agreement”) pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Shares.

  • The Private Placement Shares Purchase Agreement, the Trust Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement shall be in full force and effect on each Option Closing Date.

  • On the Effective Date, the Company shall have delivered to the Representatives executed copies of the Trust Agreement, the Administrative Services Agreement, the Securities Subscription Agreement, the Private Placement Shares Purchase Agreement, the Forward Purchase Agreement, the Registration Rights Agreement and the Insider Letter.

  • In the event an employee is sick or injured prior to the commencement of their vacation, such employee shall be granted sick leave and the vacation period so displaced shall be added to the vacation period if requested by the employee and by mutual agreement, or shall be reinstated for use at a later date.

  • On or prior to the date hereof, the Company shall have delivered to the Representative executed copies of the Private Placement Shares Purchase Agreement and the Insider Letter.

  • On or prior to the date hereof, the Company shall have delivered to the Representative executed copies of the Subscription Agreement, the Private Placement Shares Purchase Agreement and the Insider Letter.


More Definitions of Private Placement Shares Purchase Agreement

Private Placement Shares Purchase Agreement means the agreement between the Company and the Sponsor pursuant to which the Sponsor has agreed to purchase and the Company has agreed to issue the Private Placement Shares and the Additional Private Placement Shares, if any.
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Related to Private Placement Shares Purchase Agreement

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

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

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

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Series B Purchase Agreement has the meaning set forth in the Recitals.

  • Securities Purchase Agreement means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

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

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

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • 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.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

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

  • 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 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.

  • Forward Purchase Agreement means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • Purchase Shares has the meaning set forth in Section 2.2(a) hereof.

  • Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.

  • Original Purchase Agreement has the meaning set forth in the recitals to this Agreement.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).