Private Placement Securities Clause Samples

Private Placement Securities. 2.7.3.1 The Private Units and Private Placement Warrants, when issued, will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 2.7.3.2 The shares of Common Stock issuable upon exercise of the Private Placement Warrants and upon separation of the Private Units have been reserved for issuance and, when issued in accordance with the terms of the Private Placement Warrants and Private Units will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Private Placement Securities. Promptly following the consummation of the Offering, each of the Private Investors shall deliver to the Escrow Agent certificates representing such Private Investor’s respective Private Placement Shares and Private Placement Warrants as set forth opposite their respective names on Exhibit A attached hereto, which certificates shall remain in the name of such Private Investor, to be held and disbursed subject to the terms and conditions of this Agreement. Each Private Investor acknowledges that the certificates representing such Private Investor’s Private Placement Shares and Private Placement Warrants shall bear a legend to reflect the deposit of such securities under this Agreement.

Private Placement Securities. The Private Placement Units, the Private Placement Shares, the Private Placement Warrants, the Private Placement Rights, the Class A Ordinary Shares underlying the Private Placement Warrants, the Class A Ordinary Shares underlying the Private Placement Rights and the Restricted Class A Shares have been duly authorized and reserved for issuance and when issued and paid for in accordance with each of the Sponsor Private Placement Securities Purchase Agreement and Investor Private Placement Securities Purchase Agreement will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Private Placement Units, the Private Placement Shares, the Private Placement Warrants, the Private Placement Rights, the Class A Ordinary Shares underlying the Private Placement Warrants, the Class A Ordinary Shares underlying the Private Placement Rights and the Restricted Class A Shares, are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Private Placement Units, the Private Placement Shares, the Private Placement Warrants, the Private Placement Rights, the Class A Ordinary Shares underlying the Private Placement Warrants, the Class A Ordinary Shares underlying the Private Placement Rights and the Restricted Class A Shares has been duly and validly taken. The Private Placement Units, the Private Placement Shares, the Private Placement Warrants, the Private Placement Rights, the Class A Ordinary Shares underlying the Private Placement Warrants, the Class A Ordinary Shares underlying the Private Placement Rights and the Restricted Class A Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package, and the Prospectus, as the case may be.

Private Placement Securities. On the Closing Date, the Private Placement Securities have been purchased as provided for in the Sponsor Private Placement Securities Purchase Agreement and the Investor Private Placement Securities Purchase Agreement, and the requisite portion of the purchase price for such securities specified in this Agreement shall be deposited into the Trust Account.

Private Placement Securities. The Purchaser intends to purchase the Call Securities for its own account and not, in whole or in part, for the account of any other person. The Purchaser represents and warrants to, and covenants and agrees with, the Company and DCG that the Call Securities to be acquired by it hereunder are being acquired for its own account for investment and with no intention of distributing or reselling such Call Securities or any part thereof or interest therein in any transaction which would be in violation of the securities laws of the United States of America or any state.

Private Placement Securities. The Account shall not make any investment if such investment would thereupon cause more than 10% of the market value of total assets in the Account to be invested in securities requiring registration under the Securities Act of 1933, as amended (the “Act”) prior to public sale, excluding securities which may be resold under Rule 144A, Regulation S or other exceptions under the Act.

Private Placement Securities. Unitrin shall have received evidence reasonably satisfactory to Unitrin demonstrating that: (i) the Company Investments identified in Section 2.13(ii) of the Company Disclosure Schedule as of March 31, 1997 (adjusted for subsequent acquisitions, dispositions and principal payments) have an aggregate value (assuming sale or other disposition of all such investments within twenty- four months) in excess of 95% of the carrying value of such investments (adjusted for subsequent acquisitions, dispositions and principal payments) as reflected in the Statutory Financial Statements for the quarter ended March 31, 1997; and (ii) the Company has in its possession at its principal place of business all documentation with respect to the acquisition of such investments which would be customary to be delivered by the seller thereof to an unrelated purchaser, including, without limitation, any original note purchase agreements, indentures, guarantees, security agreements, legal opinions and officer certificates.