Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than: 2.6.1 to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates; 2.6.2 in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; 2.6.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; 2.6.4 in the case of an individual, pursuant to a qualified domestic relations order; 2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; 2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents; 2.6.7 by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead Underwriter; 2.6.8 in the event of the Company’s liquidation prior to the consummation of a Business Combination; 2.6.9 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above; 2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and 2.6.11 in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter and the Company’s officers and directors.
Appears in 7 contracts
Sources: Warrant Agreement (Galata Acquisition Corp. II), Warrant Agreement (HCM Iii Acquisition Corp.), Warrant Agreement (Galata Acquisition Corp. II)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 to the Company’s Company or Lead Underwriter’s officers officers, directors, advisors or directorsconsultants, any affiliate or family member of any of the Company’s Company or Lead Underwriter’s officers officers, directors, advisors or directorsconsultants, any members or partners of the Sponsor sponsor or their affiliatesaffiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, the Lead Underwriter Underwriter, or any employees of such affiliates;
2.6.2 in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead Underwriter;
2.6.8 in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter and the Company’s officers and directors.
Appears in 7 contracts
Sources: Warrant Agreement (Bitcoin Infrastructure Acquisition Corp LTD), Warrant Agreement (Bitcoin Infrastructure Acquisition Corp LTD), Warrant Agreement (CSLM Digital Asset Acquisition Corp III, LTD)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates;
2.6.2 in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Class A Shares or Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead Underwriter;
2.6.8 2.6.7 in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 2.6.8 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 2.6.6 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 2.6.9 in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.72.6.6, and 2.6.9 2.6.8 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter and the Company’s officers and directors.
Appears in 5 contracts
Sources: Warrant Agreement (M3-Brigade Acquisition VI Corp.), Warrant Agreement (M3-Brigade Acquisition VI Corp.), Warrant Agreement (M3-Brigade Acquisition v Corp.)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter Underwriters or any employees of such affiliates;
2.6.2 in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Class A Shares or Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead UnderwriterUnderwriters;
2.6.8 2.6.7 in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 2.6.8 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 2.6.6 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 2.6.9 in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.72.6.6, and 2.6.9 2.6.8 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter Underwriters and the Company’s officers and directors.
Appears in 5 contracts
Sources: Warrant Agreement (Pioneer Acquisition I Corp), Warrant Agreement (Pioneer Acquisition I Corp), Warrant Agreement (Titan Acquisition Corp.)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 2.6.1. to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates;
2.6.2 2.6.2. in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 2.6.5. by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Class A Shares or Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter2.6.6. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead Underwriter;
2.6.8 2.6.7. in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 2.6.8. to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 2.6.6 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 2.6.9. in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.72.6.6, and 2.6.9 2.6.8 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter and the Company’s officers and directors.
Appears in 4 contracts
Sources: Warrant Agreement (Voyager Acquisition Corp./Cayman Islands), Warrant Agreement (Voyager Acquisition Corp./Cayman Islands), Warrant Agreement (Inflection Point Acquisition Corp. II)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination Combination, the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 to the Company’s or Lead Underwriter’s officers or directors, any affiliate affiliates or family member members of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliatesaffiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, the Lead Underwriter Sponsor or any employees of such affiliates;
2.6.2 in the case of an individual, by gift to a member of such individual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial a Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 by virtue of the laws of the Cayman Islands and the Sponsor’s organizational documents upon liquidation or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor;
2.6.7 pro rata distributions from the Sponsor to its members, partners, or upon dissolution of shareholders pursuant to the Lead UnderwriterSponsor’s operating agreement;
2.6.8 in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an our initial Business Combination; and
2.6.11 in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.72.6.7 and 2.6.9, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter Sponsor and the Company’s officers and directors.
Appears in 3 contracts
Sources: Warrant Agreement (Daedalus Special Acquisition Corp.), Warrant Agreement (ProCap Acquisition Corp), Warrant Agreement (ProCap Acquisition Corp)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 2.6.1. to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates;
2.6.2 2.6.2. in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 2.6.5. by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 2.6.6. by pro rata distributions from the Sponsor or Lead Underwriter. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 2.6.7. by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead Underwriter;
2.6.8 2.6.8. in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 2.6.9. to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 2.6.10. to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 2.6.11. in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter and the Company’s officers and directors.
Appears in 3 contracts
Sources: Warrant Agreement (1RT Acquisition Corp.), Warrant Agreement (1RT Acquisition Corp.), Warrant Agreement (NewHold Investment Corp. III)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 (a) to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners affiliate of the Sponsor or their affiliates, Cantor or to any affiliates members of the Sponsor, the Lead Underwriter Cantor or any employees of such their affiliates;
2.6.2 (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 (d) in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 (f) by virtue of the laws of the Cayman Islands Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead UnderwriterSponsor;
2.6.8 (g) in the event of the Company’s liquidation prior to the consummation of a Business Combination;; or
2.6.9 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 (h) in the event that, subsequent to the consummation of an initial a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 (a) through 2.6.7(f), and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter Sponsor and the Company’s officers and directors.
Appears in 3 contracts
Sources: Warrant Agreement (ALSP Orchid Acquisition Corp I), Warrant Agreement (ALSP Orchid Acquisition Corp I), Warrant Agreement (ALSP Orchid Acquisition Corp I)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 2.6.1. to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates;
2.6.2 2.6.2. in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 2.6.5. by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 2.6.6. by pro rata distributions from the Sponsor or Lead Underwriter. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 2.6.7. by virtue of the laws of the Cayman Islands or Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead Underwriter;
2.6.8 2.6.8. in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 2.6.9. to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 2.6.10. to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 2.6.11. in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter and the Company’s officers and directors.
Appears in 2 contracts
Sources: Warrant Agreement (FIGX Capital Acquisition Corp.), Warrant Agreement (FIGX Capital Acquisition Corp.)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 2.6.1. to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates;
2.6.2 2.6.2. in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 2.6.5. by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Class A Shares or Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter2.6.6. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead UnderwriterSponsor;
2.6.8 2.6.7. in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 2.6.8. in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.72.6.6, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter Sponsor and the Company’s officers and directors.
Appears in 2 contracts
Sources: Warrant Agreement (Inflection Point Acquisition Corp.), Warrant Agreement (Inflection Point Acquisition Corp.)
Private Placement Warrants and Working Capital Warrants. The Subject to subsection 3.3.1(c) hereof, the Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below) the Private Placement Warrants and the Working Capital Warrants may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants) be transferred, assigned or sold by the holders thereof, other than:
2.6.1 (a) to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates, or any affiliates employees of the Sponsor, the Lead Underwriter any of its affiliates or any employees of such their respective affiliates;
2.6.2 (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 (d) in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 (f) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead UnderwriterSponsor;
2.6.8 (g) in the event of the Company’s liquidation prior to the consummation of a Business Combination;; or
2.6.9 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 (h) in the event that, subsequent to the consummation of an initial a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 (a) through 2.6.7(f), and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter Sponsor and the Company’s officers and directors.
Appears in 2 contracts
Sources: Warrant Agreement (Chenghe Acquisition II Co.), Warrant Agreement (Chenghe Acquisition II Co.)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) 30 days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 to the Company’s or Lead Underwriter’s officers or directors, advisors or consultants, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, advisors or consultants, any members or partners of the Sponsor or their affiliatesrespective affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates;
2.6.2 in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter. to its respective members, partners or stockholders shareholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 by virtue of the laws of the Cayman Islands State of Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead UnderwriterSponsor;
2.6.8 in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter Sponsor and the Company’s officers and directors.
Appears in 2 contracts
Sources: Warrant Agreement (Galata Acquisition Corp. II), Warrant Agreement (Galata Acquisition Corp. II)
Private Placement Warrants and Working Capital Warrants. 2.6.1. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 (i) to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates;
2.6.2 (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 (iii) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 (iv) in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 (vi) by pro rata distributions from the Sponsor or Lead Underwriter. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 (vii) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead Underwriter;
2.6.8 (viii) in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 (ix) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 (x) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 (xi) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter and the Company’s officers and directors.
Appears in 2 contracts
Sources: Warrant Agreement (Texas Ventures Acquisition III Corp), Warrant Agreement (Texas Ventures Acquisition III Corp)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that (i) the Underwriters Private Placement Warrants will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8), (ii) the Private Placement Warrants and the Working Capital Warrants are (1) not redeemable pursuant to Section 6.1, (2) may be exercised on a cashless basis pursuant to subsection 3.3.1(c) hereof and (3) are not subject to cashless exercise provisions of Section 7.4, and (iii) until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 2.6.1. to the Company’s or Lead Underwriter’s Underwriters’ officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s Underwriters’ officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter Underwriters or any employees of such affiliates;
2.6.2 2.6.2. in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 2.6.5. by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 2.6.6. by pro rata distributions from the Sponsor or Lead Underwriter. Underwriters to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s Underwriters’ limited liability company agreement or other charter documents;
2.6.7 2.6.7. by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead UnderwriterUnderwriters;
2.6.8 2.6.8. in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 2.6.9. to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses subsections 2.6.1 through 2.6.7 above;
2.6.10 2.6.10. to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 2.6.11. in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses subsections 2.6.1 through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter Underwriters and the Company’s officers and directors.
Appears in 2 contracts
Sources: Warrant Agreement (Dynamix Corp III), Warrant Agreement (Dynamix Corp III)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 to the Company’s Company or Lead Underwriter’s officers officers, directors, advisors or directorsconsultants, any affiliate or family member of any of the Company’s Company or Lead Underwriter’s officers officers, directors, advisors or directorsconsultants, any members or partners of the Sponsor sponsor or their affiliatesaffiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, the Lead Underwriter Underwriter, or any employees of such affiliates;
2.6.2 in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter. Underwriter to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead Underwriter;
2.6.8 in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter and the Company’s officers and directors. The Private Placement Warrants and the Working Capital Warrants shall not become Public Warrants as a result of any transfer of the Private Placement Warrants, regardless of the transferee.
Appears in 2 contracts
Sources: Warrant Agreement (Range Capital Acquisition Corp II), Warrant Agreement (Range Capital Acquisition Corp II)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates;
2.6.2 in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead UnderwriterSponsor;
2.6.8 in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses subsections 2.6.1 through 2.6.7 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses subsections 2.6.1 through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter and the Company’s officers and directors.
Appears in 1 contract
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 2.6.1. to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates;
2.6.2 2.6.2. in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 2.6.5. by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 2.6.6. by pro rata distributions from the Sponsor or Lead Underwriter. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 2.6.7. by virtue of the laws of the Cayman British Virgin Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead UnderwriterSponsor;
2.6.8 2.6.8. in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 2.6.9. to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 2.6.10. to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 2.6.11. in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter and the Company’s officers and directors.
Appears in 1 contract
Sources: Warrant Agreement (D. Boral ARC Acquisition I Corp.)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, advisors or consultants, any affiliate or family member of any of the Company’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliatesaffiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, the Lead Underwriter Sponsor or any employees of such affiliates;
2.6.2 in the case of an individual, by as a gift to a member of such individualperson’s immediate family or to a trust, the beneficiary of which is a member of such individualperson’s immediate family, an affiliate of such individual person or to a charitable organization;
2.6.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead UnderwriterSponsor. to its respective members, partners or stockholders shareholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 by virtue of the laws of the Cayman Islands State of Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead UnderwriterSponsor;
2.6.8 in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter Sponsor and the Company’s officers and directors.
Appears in 1 contract
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates;
2.6.2 in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter. Underwriter to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead Underwriter;
2.6.8 in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter and the Company’s officers and directors.
Appears in 1 contract
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below) the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 (a) to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners affiliate of the Sponsor or their affiliates, to any affiliates members of the Sponsor, the Lead Underwriter Sponsor or any employees of such their affiliates;
2.6.2 (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 (d) in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 (f) by virtue of the laws of the Cayman Islands Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead UnderwriterSponsor;
2.6.8 (g) in the event of the Company’s liquidation prior to the consummation of a Business Combination;; or
2.6.9 to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 (h) in the event that, subsequent to the consummation of an initial a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 (a) through 2.6.7(f), and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter Sponsor and the Company’s officers and directors.
Appears in 1 contract
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 2.6.1. to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter Underwriters or any employees of such affiliates;
2.6.2 2.6.2. in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 2.6.5. by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Class A Shares or Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter2.6.6. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead UnderwriterUnderwriters;
2.6.8 2.6.7. in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 2.6.8. to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 2.6.6 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 2.6.9. in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.72.6.6, and 2.6.9 2.6.8 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter Underwriters and the Company’s officers and directors.
Appears in 1 contract
Sources: Warrant Agreement (Voyager Acquisition Corp./Cayman Islands)
Private Placement Warrants and Working Capital Warrants. 2.6.1. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 (i) to the Company’s or ’s, Lead Underwriter’s ’s, or Clear Street’s, officers or directors, any affiliate or family member of any of the Company’s or ’s, Lead Underwriter’s, or Clear Street’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates;
2.6.2 (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 (iii) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 (iv) in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;
2.6.6 (vi) by pro rata distributions from the Sponsor or Sponsor, Lead Underwriter, or Clear Street. to its respective members, partners or stockholders pursuant to the Sponsor’s or ’s, Lead Underwriter’s, or Clear Street’s limited liability company agreement or other charter documents;
2.6.7 (vii) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead UnderwriterUnderwriter or Clear Street;
2.6.8 (viii) in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 (ix) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;
2.6.10 (x) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 (xi) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter Underwriter, Clear Street, and the Company’s officers and directors.
Appears in 1 contract
Sources: Warrant Agreement (Texas Ventures Acquisition III Corp)
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:
2.6.1 2.6.1. to the Company’s or Lead Underwriter’s officers or directors, any affiliate or family member of any of the Company’s or Lead Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Lead Underwriter or any employees of such affiliates;
2.6.2 2.6.2. in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
2.6.3 2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
2.6.4 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order;
2.6.5 2.6.5. by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Class A Shares or Warrants were originally purchased;
2.6.6 by pro rata distributions from the Sponsor or Lead Underwriter2.6.6. to its respective members, partners or stockholders pursuant to the Sponsor’s or Lead Underwriter’s limited liability company agreement or other charter documents;
2.6.7 by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead Underwriter;
2.6.8 2.6.7. in the event of the Company’s liquidation prior to the consummation of a Business Combination;
2.6.9 2.6.8. to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 2.6.6 above;
2.6.10 to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and
2.6.11 2.6.9. in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.72.6.6, and 2.6.9 2.6.8 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Lead Underwriter and the Company’s officers and directors.
Appears in 1 contract
Sources: Warrant Agreement (Inflection Point Acquisition Corp. II)