PIPE Warrants Clause Samples

PIPE Warrants. (a) In addition to the Subscriber Shares referenced in the Subscription Agreement, in exchange for the Subscriber’s agreement to be bound by the terms, conditions, agreements and acknowledgments set forth in this Lock-Up Addendum, on the Initial Closing Date, the Issuer shall issue to the Subscriber, and the Subscriber shall subscribe from the Issuer, warrants to purchase a number of Issuer Shares equal to the Subscriber Committed Shares at an exercise price of $20.00 per share (the “Subscriber PIPE Warrants”). The Issuer Shares underlying the Subscriber PIPE Warrants are hereinafter referred to as the “Subscriber Warrant Shares”. The Subscriber Shares, the Subscriber PIPE Warrants and the Subscriber Warrant Shares are collectively referred to as the “Subscriber Securities.” (b) The issuance of the Subscriber PIPE Warrants is contingent upon the Transaction Closing. In the event the Initial Closing occurs but the Second Merger does not occur within the time period set forth in Section 3(c) of the Subscription Agreement and the Subscriber Committed Shares are cancelled as set forth therein, the Subscriber PIPE Warrants shall also be cancelled and have no force or effect. (c) Each Subscriber PIPE Warrant shall be exercisable as and from the Transaction Closing, and shall expire on the fifth anniversary thereof. (d) The Issuer represents and warrants that the Subscriber PIPE Warrants, when issued and delivered in the manner set forth herein, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy. The Issuer further represents and warrants that upon the issuance of the Subscriber PIPE Warrants, the Subscriber Warrant Shares underlying such warrants shall have been reserved for issuance. (e) The Issuer represents and warrants that upon issuance in accordance with and payment pursuant to the terms of that certain warrant agreement to be entered into between the Issuer and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent (the “Warrant Agree...

PIPE Warrants. The Company has issued an aggregate of [____________] warrants to certain entities affiliated with Farallon Capital Management, L.L.C. (the “PIPE Warrants”). PIPE Warrants shall be deemed to be Public Warrants for purposes of this Agreement in all respects, including Exhibit A hereto; provided, however, that the PIPE Warrants shall bear the following legend: THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER OF THIS SECURITY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (III) TO THE ISSUER OF THIS SECURITY, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THE ISSUER OF THIS SECURITY MAY REQUIRE THE DELIVERY OF A WRITTEN OPINION OF COUNSEL, CERTIFICATIONS AND/OR ANY OTHER INFORMATION IT REASONABLY REQUIRES TO CONFIRM THE SECURITIES ACT EXEMPTION FOR SUCH TRANSACTION.”

PIPE Warrants. As soon as practicable after the date hereof but no later than ten (10) days prior to the Offer Closing Date, the Company shall notify the holders of the PIPE Warrants in writing in accordance with the notice provision of the PIPE Warrants of the Offer and the Offer Closing Date (as anticipated on such date of notice). The Company shall take all commercially reasonable actions to ensure that each unexercised PIPE Warrant outstanding as of the date hereof is exercised as soon as practicable after the date hereof, but in any event prior to the Offer Closing Date in accordance with its terms. Subject to the terms and conditions of the PIPE Warrants, any unexercised PIPE Warrant outstanding immediately prior to the Offer Closing shall be converted into the right to receive at, or as soon as practicable following, the Offer Closing an amount equal to (i) the amount by which the Offer Price exceeds the Exercise Price (as defined in such PIPE Warrant) of such PIPE Warrant, multiplied by (ii) the number of Warrant Shares (as defined in such PIPE Warrant) then issuable upon exercise in full of such PIPE Warrant. Parent and Merger Sub shall, and shall cause the Surviving Corporation to assume and comply with the terms of the PIPE Warrants.

PIPE Warrants. The PIPE Warrants shall be identical to the Public Warrants, except that until they have been registered on the registration statement on Form S-4 with respect to the Transactions, or are resold by the relevant Subscribers on a registered basis pursuant to an effective registration statement, or pursuant to Rule 144 under the Securities Act, the PIPE Warrants will bear the restrictive legends set forth in Exhibit A hereto. Upon the resale according to the first sentence of this Section 2.5, the PIPE Warrants shall cease to be PIPE Warrants and shall become public warrants of the Issuer, including for purposes of Section 9.8 hereof.