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. “public rights” means the rights included in the public units issued in our 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.
Sample 1

Examples of Private Underwriter Shares in a sentence

  • 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 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.

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

  • The certificates for the Private Underwriter Shares contain legends to reflect the above FINRA and contractual transfer restrictions.

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

  • 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 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.

Related to Private Underwriter Shares

  • Underwriters' Securities means the Offered Securities other than Contract Securities.

  • IPO Underwriter means each Person named as an underwriter in Schedule I to the IPO 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)(iii).

  • Lock-Up Securities has the meaning set out in Section 5(l).

  • 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 shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

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

  • Investor Securities is defined in Section 2.1.

  • Registerable Securities means (i) the Common Stock issued or issuable to the Shareholder upon conversion of the Series A Shares issued in accordance with the terms of the Loan Agreement, and (ii) any securities issued or issuable with respect to the Common Stock referred to in clause (i) by way of replacement, share dividend, share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

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

  • Registrable Securities means (i) the Shares (if Common Stock) or all shares of Common Stock of the Company issuable or issued upon conversion of the Shares and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any stock referred to in (i).

  • NIM Securities As defined in the tenth Recital to this Agreement.

  • 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.

  • 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 Common Shares issued or issuable upon conversion of the Notes issued pursuant to the terms of the Securities Purchase Agreement, and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, or the Notes as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on conversion of the Notes.

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

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.