Terms of the Private Placement Securities Clause Samples
The 'Terms of the Private Placement Securities' clause defines the specific rights, obligations, and characteristics of securities issued through a private placement. It typically outlines details such as the type of security (e.g., shares, notes, warrants), pricing, conversion features, transfer restrictions, and any special rights or preferences granted to investors. For example, it may specify that the securities are subject to a lock-up period or that they carry certain voting rights. This clause ensures that all parties have a clear understanding of the nature and conditions of the securities being offered, thereby reducing the risk of disputes and promoting transparency in the transaction.
Terms of the Private Placement Securities. (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired and (c) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).
(ii) At the time of, or prior to, the IPO 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 Units, including the Private Placement Shares and the Private Placement Warrants included in the Private Placement Units, and the Shares underlying the Private Placement Warrants.
Terms of the Private Placement Securities. (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”) and the Private Placement Rights shall have their terms set forth in a Rights Agreement to be entered into by the Company and a rights agent, in connection with the Public Offering (a “Rights Agreement”).
(ii) At or prior to the time of the 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 Units, including the Private Placement Shares and the Private Placement Warrants included in the Private Placement Units and the Shares underlying the Private Placement Warrants or received in connection with the Private Placement Rights.
Terms of the Private Placement Securities. (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 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 Units, including the Private Placement Shares and the the Private Placement Warrants included in the Private Placement Units and the Shares underlying the Private Placement Warrants.
Terms of the Private Placement Securities