Private Underwriter Shares definition

Private Underwriter Shares has the meaning set forth in the Recitals.
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Private Underwriter Shares means the shares of our Common Stock issued to Northland in a private placement that closed prior to the IPO.
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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.
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Examples of Private Underwriter Shares in a sentence

  • Additionally, pursuant to FINRA Conduct Rule 5110(g), the Private Underwriter Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement.

  • The registered holder of the Private Underwriter Shares will not sell, transfer, assign, pledge or hypothecate any of the Private Underwriter Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer.

  • 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 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.

  • The Purchaser can afford a complete loss of its investments in the Private Underwriter Shares.

  • The Purchaser understands that its investment in the Private Underwriter Shares involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Private Underwriter Shares.

  • The holder of the Private Underwriter Shares shall not have conversion rights with respect to the Private Underwriter Shares nor shall the holder be entitled to sell such Private Underwriter Shares to the Company in any tender offer in connection with a proposed Business Combination.

  • 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 closings of the purchase and sale of the Initial Private Underwriter Shares and the Additional Private Underwriter Shares shall take place at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.