Private Placement Shares Sample Clauses

The Private Placement Shares clause defines the terms and conditions under which shares are issued privately to select investors rather than through a public offering. Typically, this clause outlines who is eligible to purchase these shares, any restrictions on transfer or resale, and the rights attached to such shares, such as voting or dividend rights. By clearly specifying these details, the clause ensures that the private placement process is conducted in compliance with securities regulations and provides certainty to both the company and investors regarding their respective rights and obligations.
Private Placement Shares. The Private Placement Shares have been duly authorized and when issued, delivered and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable.
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Private Placement Shares. ChipMOS agrees, pursuant to Taiwan’s relevant laws and regulations and the terms and conditions provided herein, to increase its capital and issue 299,252,000 common shares through private placement (“Private Placement Shares”) for the subscription by the Subscriber, and the Subscriber also agrees to subscribe to such Private Placement Shares from ChipMOS (“Transaction”). After the issuance of the Private Placement Shares, the Private Placement Shares shall be equivalent to approximately 25% of the total number of ChipMOS’ issued shares (including the Private Placement Shares).
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Private Placement Shares. At least one (1) business day prior to the Initial Closing Date, the Sponsor shall have caused the purchase price for the Private Placement Shares to be deposited into the Trust Account such that upon payment for the Public Shares pursuant to this Agreement, the amount of cash in the Trust Account (without giving effect to any income earned thereon) will equal $10.00 per Public Share outstanding as of the Initial Closing Date.
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Private Placement Shares. On the Closing Date, the Private Placement Shares have been purchased as provided for in the Subscription Agreements, and the requisite portion of the purchase price for such securities specified in this Agreement shall be deposited into the Trust Account.
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Private Placement Shares. (a) Pursuant to the 2021 Private Placement Shares Agreement, (i) substantially concurrently with the issuance of the First Tranche Notes on the First Tranche Notes Issuance Date, satisfy all of the conditions precedent set forth in the 2021 Private Placement Shares ​ Agreement, including delivery of executed counterparts of all instruction letters, certificates, opinions and other deliverables required therein, and (ii) consummate the transactions contemplated by the 2021 Private Placement Shares Agreement, including the issuance of the 2021 Private Placement Shares to the parties identified therein. (b) Pursuant to the 2022 Private Placement Shares Agreement, (i) substantially concurrently with the issuance of the Second Tranche Notes on the Second Tranche Notes Issuance Date, satisfy all of the conditions precedent set forth in the 2022 Private Placement Shares Agreement, including delivery of executed counterparts of all instruction letters, certificates, opinions and other deliverables required therein, and (ii) consummate the transactions contemplated by the 2022 Private Placement Shares Agreement, including the issuance of the 2022 Private Placement Shares to the parties identified therein.
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Private Placement Shares. The Private Placement Shares, when delivered upon the consummation of the Offering, will be duly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
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Private Placement Shares. Pursuant to the Private Placement Shares Agreement, (a) substantially concurrently with the issuance of the First Tranche Notes on the First Tranche Notes Issuance Date, satisfy all of the conditions precedent set forth in the Private Placement Shares Agreement, including delivery of executed counterparts of all instruction letters, certificates, opinions and other deliverables required therein, and (b) consummate the transactions contemplated by the Private Placement Shares Agreement, including the issuance of the Private Placement Shares to the parties identified therein.
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Private Placement Shares. The Private Placement Shares shall have the terms set forth in the Certificate of Incorporation of the Company and the Private Placement Share Certificate attached as Exhibit F hereto. Without limiting the foregoing, the Initial Purchaser hereby expressly agrees that (i) in connection with the stockholder vote required to approve an Initial Business Combination the Initial Purchaser agrees to vote the Private Placement Shares in accordance with a majority of the shares of Common Stock voted by holders of shares of Common Stock issued in the Initial Public Offering and (ii) the Initial Purchaser agrees to waive any right to participate in any liquidation distribution to the extent set forth in Section 3.D of this Amended and Restated Agreement.
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Private Placement Shares. SPIL agrees to issue 1,033,000,000 common shares (the “Private Placement Shares”) in a capital increase via a private placement for the Subscriber to subscribe to, pursuant to the relevant laws and regulations of Taiwan and the terms and conditions of this Agreement, and Unigroup agrees to subscribing for the Private Placement Shares by the Subscriber from SPIL (the “Transaction”). After the issuance of the Private Placement Shares, the Private Placement Shares will equal to approximately 24.9% of SPIL’s issued and outstanding shares (including the Private Placement Shares).
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Related to Private Placement Shares

  • 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.

  • Private Placements On the Closing Date, the Private Placement shall have been completed in accordance with Sections 1.4, 2.21.2, 2.21.3 and 3.26 of this Agreement.

  • Sale of Placement Shares On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company.