Private Placement Warrant Subscription Agreement shall have the meaning given in the Recitals hereto.
Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.
Private Placement Warrants shall have the meaning given in the Recitals hereto.
Private Placement Shares shall have the meaning given in the Recitals hereto.
Private Placement Agreement has the meaning set forth in Annex A hereto.
Private Placement Units 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.
Placement Warrants shall have the meaning given in the Recitals hereto.
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.
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.
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.
PIPE Subscription Agreements has the meaning set forth in the recitals to this Agreement.
Subscription Shares has the meaning ascribed to it in Section 2.1.
Founder Shares Purchase Agreement 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.
SPAC Warrants means the SPAC Public Warrants and the SPAC Private Placement Warrants.
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.
Series B Purchase Agreement means the Series B Preferred Stock Purchase Agreement with respect to the purchase and sale of shares of the Company’s Series B Preferred Stock, dated as of the date hereof, by and among the Company and the Series B Investors, as it may be amended from time to time.
Conversion Securities has the meaning set forth in Section 4.08(b).
Purchase Shares has the meaning set forth in Section 2.1.
Forward Purchase Shares shall have the meaning given in the Recitals hereto.
Redemption Shares has the meaning set forth in Section 6.2(a). “Reviewed Year” has the meaning ascribed to said phrase under Section 6225(d)(1) of the Code.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Lock-Up Shares has the meaning set forth in Section 4.1.
Initial Warrants means the warrants of the Company to purchase shares of Common Stock underlying the Initial Units issued and outstanding prior to the IPO.