Private Placement of Units Sample Clauses

The Private Placement of Units clause defines the terms under which securities, such as shares or partnership interests, are offered and sold to a select group of investors rather than to the public at large. Typically, this clause outlines eligibility criteria for investors, disclosure requirements, and any restrictions on resale or transfer of the units acquired through the private placement. Its core practical function is to facilitate the efficient raising of capital from qualified investors while ensuring compliance with securities regulations and limiting the administrative burden associated with public offerings.
Private Placement of Units. The Member Designee, on behalf of the Company shall (a) cause to be filed a Private Placement Offering Memorandum and Disclosure Document, and such amendments thereto as the Member Designee deems advisable, with the CFTC and/or the NFA for private placement of the Units, and (b) qualify the Units for sale under the securities laws of such States of the United States as the Member Designee shall deem advisable. The Member Designee may make such other arrangements for the sale of the Units as it deems appropriate including, without limitation, the execution on behalf of the Company of an agency agreement with UBSFS as an agent of the Company for the offer and sale of the Units as contemplated in the Memorandum.
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Private Placement of Units. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), an aggregate of 355,000 units (or 373,000 units if the Over-allotment Option is exercised in full) (the “Private Units”), each Private Unit consisting of one Ordinary Share (the “Private Placement Shares”) and one-half of one warrant (the “Private Warrants”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement described in this Section 1.4.2 is referred to herein as the “Private Placement.” The purchase price for the Private Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. Except as described in the Registration Statement, none of the Private Placement Securities (as defined below) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. A portion of the proceeds from the sale of the Private Units will be deposited into the Trust Account.
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Private Placement of Units. The Units have not and will not be registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Rules and Regulations”), in connection with the Offering. No registration statement relating to the Units is required to be, has been or will be filed under the securities laws of any state. The Units will be offered and sold in reliance upon applicable exemptions from registration under the laws, regulations and policy statements of the United States and the applicable states, specifically relying on the safe harbor under Rule 506(b) of Regulation D, as promulgated under the 1933 Act.
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Private Placement of Units. Simultaneously with the Closing Date, the Sponsor, BTIG and EBC (collectively, the “PPU Investors”) will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate 432,500 private placement units (400,000 private placement units by the Sponsor and 32,500 private placement units in the aggregate by BTIG and EBC), each exercisable to purchase one share of Class A Ordinary Shares at $11.50 per share, at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the PPU Investors will purchase from the Company pursuant to the Purchase Agreements, up to an additional 39,375 Private Placement Units, 36,416 of which will be purchased by the Sponsor and 2,959 of which in the aggregate will be purchased by BTIG and EBC (if the Over-allotment Option is exercised in full) at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Units”). The private placement of the Private Placement Units is referred to herein as the “Unit Private Placement.” None of the Private Placement Units nor the underlying Class A Ordinary Shares (“Private Placement Shares”) and Warrants (“Private Placement Warrants”) may be sold, assigned or transferred by the PPU Investors or their permitted transferees until 30 days after consummation of a Business Combination. $2,625,000 of the proceeds from the sale of the Private Placement Units and all of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account.
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Related to Private Placement of Units

  • Private Placement Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

  • Unit Private Placement Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

  • Private Placements 1.4.1. In July and October 2017, the Company issued to Shareholder Value Fund, a Cayman Islands exempted company (the “Sponsor”), an aggregate of 5,175,000 Ordinary Shares (the “Insider Shares”) in private placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor transferred a portion of the shares to the Company’s other officers and directors (collectively, the “Insiders”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed Business Combination. The Insiders shall not have conversion rights with respect to the Insider Shares nor shall they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 675,000 of the Insider Shares shall be subject to compulsory repurchase by the Company. The Insiders will be required to have only a number of Ordinary Shares repurchased necessary to maintain the Insiders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase by the Insiders of the Private Units (defined below) and any shares purchased in the Offering). 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 475,000 Units (the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Representative has exercised the Over-allotment Option, it (and/or its designees) will purchase up to 54,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering.

  • Terms of the Private Placement Warrants (i) The Private Placement Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). (ii) At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.