Private Underwriter Shares definition

Private Underwriter Shares has the meaning set forth in the Recitals.
Sample 1Sample 2Sample 3
Private Underwriter Shares means the shares of our Common Stock issued to Northland in a private placement that closed prior to the IPO.
Sample 1
Private Underwriter Shares means the shares of our Common Stock issued to Northland in a private placement that closed prior to the IPO. “public rights” means the rights included in the public units issued in our IPO.
Sample 1

Examples of Private Underwriter Shares in a sentence

  • The Company has duly authorized the issuance and sale of the Private Underwriter Shares to the Purchaser.

  • The Purchaser shall have entered into an Insider Letter setting forth certain voting agreements, Lock-ups and other agreements applicable to the Private Underwriter Shares, the terms of which shall be satisfactory to the Company.

  • Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Purchaser will have good title to the Private Underwriter Shares, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

  • The Private Underwriter Shares 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.

  • The Company has entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Northland substantially in the form filed as an exhibit to the Registration Statement pursuant to which Northland has agreed, among other things, to purchase on the Closing Date and Option Closing Date, as applicable, the Private Underwriter Shares.

  • Upon issuance in accordance with, and payment pursuant to, the terms hereof and, the Private Underwriter Shares, will be duly and validly issued, fully paid and non-assessable.

  • The Company shall have entered into a letter (the “Insider Letter”) by and among the Purchaser, the Company and certain other parties, setting forth certain voting agreements, restrictions on transfer (the “Lock-ups”) and other agreements applicable to the Private Underwriter Shares, the terms of which shall be satisfactory to the Purchaser.

  • The Purchaser acknowledges that the Private Underwriter Shares will be subject to the Lock-ups contained in the Insider Letter.

  • Northland also purchased from the Company an aggregate of 20,000 Private Underwriter Shares at a price of $10.00 per share in a private placement that occurred simultaneously with the completion of the second closing of the Offering with the exercise of the over-allotment option.

  • One of the Company’s underwriters, Northland, purchased 100,000 Private Underwriter Shares, at a purchase price of $10.00 per share in a private placement that occurred simultaneously with the completion of the initial closing of the Offering.

Related to Private Underwriter Shares

  • IPO Underwriter means each Person named as an underwriter in Schedule I to the Underwriting Agreement who purchases Common Units pursuant thereto.

  • Company Underwriter has the meaning set forth in Section 4(a).

  • Approved Securities means securities of any State Government or of the Central Government and such bonds, both the principal whereof and the interest whereon shall have been fully and unconditionally guaranteed by any such Government;

  • Marketed Underwritten Offering means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.

  • Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e).

  • Lock-Up Securities shall have the meaning set forth in Section 4.1.

  • Insider Shares means all shares of Common Stock of the Company owned by an Insider immediately prior to the Company’s IPO. For the avoidance of doubt, Insider Shares shall not include any IPO Shares purchased by Insiders in connection with or subsequent to the Company’s IPO.

  • Approved Underwriter has the meaning set forth in Section 3(f) of this Agreement.

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Underwriter means a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

  • Offering Shares means the Class A Shares sold in the Offering, whether such Class A Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor.

  • Shelf Underwritten Offering shall have the meaning given in subsection 2.1.3.

  • Investor Securities means the securities eligible for registration pursuant to the Registration Rights Agreement.

  • Registerable Securities means the shares of Common Stock issued or issuable upon exercise of the Warrants.

  • Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.

  • Registrable Securities means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Underwritten Securities shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each offering of Underwritten Securities through you or through an underwriting syndicate managed by you will be governed by this Agreement, as supplemented by the applicable Terms Agreement.

  • Electing Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(i) or 3(a)(ii) hereof.

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Underwriters means the underwriters named in Schedule A to the Underwriting Agreement.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Other Registrable Securities means (i) any Common Equity held (directly or indirectly) by any Other Holders or any of their Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Initial Registrable Securities means (i) the Warrant Shares issued or issuable upon exercise of the Warrants and (ii) any capital stock of the Company issued or issuable with respect to the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, in each case without regard to any limitations on the exercise of the Warrants.

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