Common use of Private Placement Warrants Clause in Contracts

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 69 contracts

Sources: Warrant Agreement (LW EV Holdings, Inc.), Warrant Agreement (Healthcare AI Acquisition Corp.), Warrant Agreement (Ermenegildo Zegna Holditalia S.p.A.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor; (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the Company’s initial Business Combination; or (ig) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s completion of a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Appears in 27 contracts

Sources: Warrant Agreement (Gores Holdings IX, Inc.), Warrant Agreement (Gores Holdings X, Inc.), Warrant Agreement (Gores Holdings IX, Inc.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor; (b) in the case of an individual, transfers by gift to a member of one of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation of the Company’s a Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) transfers in the event of the Company’s liquidation prior to the completion of its an initial Business Combination; or; (ig) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) in the event of the Company’s completion of a liquidation, merger, share exchange stock exchange, reorganization or other similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; and (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above; provided, however, that, that in the case of clauses (a) through (fe) and (i), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 21 contracts

Sources: Warrant Agreement (Pine Technology Acquisition Corp.), Warrant Agreement (AltC Acquisition Corp.), Warrant Agreement (Pine Technology Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) may not be (including the Ordinary Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be ) transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, ; an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (ig) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s completion of a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Appears in 18 contracts

Sources: Warrant Agreement (Athena Technology Acquisition Corp.), Warrant Agreement (Forest Road Acquisition Corp. II), Warrant Agreement (Forest Road Acquisition Corp. II)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) 2.6.1. to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) 2.6.2. in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) 2.6.3. in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) 2.6.4. in the case of an individual, pursuant to a qualified domestic relations order; (e) 2.6.5. by private sales or transfers made in connection with any forward purchase agreement or similar agreement or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) 2.6.6. by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) 2.6.7. to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) 2.6.8. in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) 2.6.9. in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; ; 2.6.10. provided, however, that, in the case of clauses (a) sections 2.6.1 through (f)2.6.6, these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 16 contracts

Sources: Warrant Agreement, Warrant Agreement (Victory Acquisition Corp.), Warrant Agreement (Spring Valley Acquisition Corp. II)

Private Placement Warrants. 2.6.1. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar agreement or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) pro rata distributions from the Sponsor to its members, partners, or stockholders pursuant to the Sponsor’s operating agreement; (g) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (gh) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (hi) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (ij) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fg), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 15 contracts

Sources: Warrant Agreement (KORE Group Holdings, Inc.), Warrant Agreement (Plum Acquisition Corp. I), Warrant Agreement (Twin Ridge Capital Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor; (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the Company’s initial Business Combination; or (ig) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s completion of a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Appears in 15 contracts

Sources: Warrant Agreement (Gores Holdings IV, Inc.), Warrant Agreement (Gores Holdings IV, Inc.), Warrant Agreement (Gores Metropoulos, Inc.)

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 13 contracts

Sources: Warrant Agreement (Gogoro Inc.), Warrant Agreement (Prenetics Global LTD), Warrant Agreement (TH International LTD)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or; (ig) in the case of an entity, by virtue of the laws of its jurisdiction or its organizational documents or operating agreement; and (h) in the event of the Company’s completion of a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 10 contracts

Sources: Warrant Agreement (Waldencast Acquisition Corp.), Warrant Agreement (Social Capital Hedosophia Holdings Corp. VI), Warrant Agreement (Social Capital Hedosophia Holdings Corp. IV)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor Sponsor, the Company’s officers and directors or any of its their Permitted Transferees (as defined below) ), as applicable, the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners affiliate of the Sponsor or their affiliates, to any affiliates member of the Sponsor, Sponsor or any employees of such their affiliates; (b) in the case of an individual, by gift to a member of one of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary SharesCommon Stock, as applicable, were originally purchased; (f) by virtue of the laws of the State of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (ih) in the event that, subsequent to the consummation of a Business Combination, the Company’s completion of Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Appears in 10 contracts

Sources: Warrant Agreement (TdMY Technology Group, Inc.), Warrant Agreement (dMY Technology Group, Inc. IV), Warrant Agreement (dMY Technology Group, Inc. IV)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to (except as set forth in Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined 6, below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor; (b) in the case of an individual, transfers by gift to a member of one of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation of the Company’s a Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) transfers in the event of the Company’s liquidation prior to the completion of its an initial Business Combination; or; (ig) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) in the event of the Company’s completion of a liquidation, merger, share exchange stock exchange, reorganization or other similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; and (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above; provided, however, that, that in the case of clauses (a) through (fe) and (i), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 10 contracts

Sources: Warrant Agreement (Bilander Acquisition Corp.), Warrant Agreement (Bilander Acquisition Corp.), Warrant Agreement (Galliot Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Class B common stock, par value $0.0001 per share, (the “Class B Common Stock”), Private Placement Warrants or Ordinary SharesCommon Stock, as applicable, were originally purchased; (f) by virtue of the laws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders stockholders having the right to exchange their Ordinary Shares Common Stock stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 10 contracts

Sources: Warrant Agreement (Shelter Acquisition Corp I), Warrant Agreement (Shelter Acquisition Corp I), Warrant Agreement (Software Acquisition Group Inc. III)

Private Placement Warrants. 2.6.1. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 10 contracts

Sources: Warrant Agreement (Sound Point Acquisition Corp I, LTD), Warrant Agreement (Sound Point Acquisition Corp I, LTD), Warrant Agreement (Sound Point Acquisition Corp I, LTD)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (fg) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (gh) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (hi) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (ij) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 10 contracts

Sources: Warrant Agreement (ReNew Energy Global LTD), Warrant Agreement (RMG Acquisition Corp. VI), Warrant Agreement (RMG Acquisition Corp. IV)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers directors or directorsofficers, any affiliates or family members of any of the Company’s officers directors or directorsofficers, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; (h) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement, as amended, upon dissolution of the Sponsor; orand (i) in the event of the Company’s completion of a liquidation, merger, share exchange stock exchange, reorganization or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 9 contracts

Sources: Warrant Agreement (Crucible Acquisition Corp. II), Warrant Agreement (Crucible Acquisition Corp. III), Warrant Agreement (Revolution Acceleration Acquisition Corp II)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor a Purchaser or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliatesaffiliates (including members of the Sponsor’s members), any affiliates of the Sponsor, or any employees of such affiliates;affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization;organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;individual; (d) in the case of an individual, pursuant to a qualified domestic relations order;order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary SharesCommon Stock, as applicable, were originally purchased;purchased; (f) by virtue of the laws of the State of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our its initial Business Combination;Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share capital stock exchange or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 9 contracts

Sources: Warrant Agreement (Revolution Medicines, Inc.), Warrant Agreement (CM Life Sciences III Inc.), Warrant Agreement (CM Life Sciences III Inc.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public WarrantsWarrants underlying the Units, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) the Private Placement Warrants, including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) 30 days after the completion by the Company of an initial Business Combination, Combination and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of clause (ii), the Private Placement Warrants and any Class A Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any direct or indirect members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, Sponsor or any employees or directors of such affiliates (including, for the avoidance of doubt, employees and directors of Lazard Ltd and its subsidiaries) or any funds or accounts advised by the Sponsor or its affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Class A Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our an initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s an initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted such transferees (the “Permitted Transferees”) must enter have entered into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and that certain letter agreement, dated as of the date hereof (commonly referred to as an “Insider Letter”), among the Company, the Sponsor and certain other parties thereto.

Appears in 8 contracts

Sources: Warrant Agreement (Lazard Healthcare Acquisition Corp. I), Warrant Agreement (Lazard Fintech Acquisition Corp. I), Warrant Agreement (Lazard Healthcare Acquisition Corp. I)

Private Placement Warrants. 2.6.1. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar agreement or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 8 contracts

Sources: Warrant Agreement (TPB Acquisition Corp I), Warrant Agreement (TPB Acquisition Corp I), Warrant Agreement (TPB Acquisition Corp I)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the state of Delaware or the Sponsor’s operating agreement upon dissolution of the Sponsor; (f) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the Company’s initial Business Combination; or (ih) in the event of the Company’s completion of a liquidation, merger, share stock exchange or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fh), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 8 contracts

Sources: Warrant Agreement (Warrior Technologies Acquisition Co), Warrant Agreement (Warrior Technologies Acquisition Co), Warrant Agreement (Warrior Technologies Acquisition Co)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees permitted transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, ; (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) 30 days after the completion by the Company of an initial Business Combination, ; (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof hereof; and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor; (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s a Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, shares were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s amended and restated articles of association or the rights attaching to the equity interests in the Sponsor upon dissolution of the Sponsor; or (ih) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transfereespermitted transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Appears in 8 contracts

Sources: Warrant Agreement (Kismet Acquisition Three Corp.), Warrant Agreement (Kismet Acquisition Two Corp.), Warrant Agreement (Kismet Acquisition Three Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor Sponsor, the Company’s officers and directors or any of its their Permitted Transferees (as defined below) ), as applicable, the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners affiliate of the Sponsor or their affiliates, to any affiliates member of the Sponsor, Sponsor or any employees of such affiliates;their affiliates; (b) in the case of an individual, by gift to a member of one of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person or to a charitable organization;organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;such person; (d) in the case of an individual, pursuant to a qualified domestic relations order;order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary SharesCommon Stock, as applicable, were originally purchased;purchased; (f) by virtue of the laws of the State of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; Combination; or (ih) in the event that, subsequent to the consummation of a Business Combination, the Company’s completion of Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Appears in 7 contracts

Sources: Warrant Agreement (AMCI Acquisition Corp. II), Warrant Agreement (AMCI Acquisition Corp. II), Warrant Agreement (AdMY Technology Group, Inc.)

Private Placement Warrants. 2.6.1. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any direct or indirect members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the founder shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fi), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 7 contracts

Sources: Warrant Agreement (Supernova Partners Acquisition Co II, Ltd.), Warrant Agreement (Anthemis Digital Acquisitions I Corp), Warrant Agreement (Supernova Partners Acquisition Co III, Ltd.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers directors or directorsofficers, any affiliates or family members of any of the Company’s officers directors or directorsofficers, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; (h) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents, upon dissolution of the Sponsor; orand (i) in the event of the Company’s completion of a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 7 contracts

Sources: Warrant Agreement (Xos, Inc.), Warrant Agreement (NextGen Acquisition Corp. II), Warrant Agreement (NextGen Acquisition Corp. II)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers directors or directorsofficers, any affiliates or family members of any of the Company’s officers directors or directorsofficers, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or; (ig) in the case of an entity, by virtue of the laws of its jurisdiction or its organizational documents or operating agreement; and (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 7 contracts

Sources: Warrant Agreement (Enphys Acquisition Corp.), Warrant Agreement (Enphys Acquisition Corp.), Warrant Agreement (Enphys Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor Purchasers or any of its their Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by a Purchaser or a Permitted Transferee and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners member(s) of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the laws of the state of Delaware or the Sponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the Company’s initial Business Combination; or (ih) in the event of the Company’s completion of a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 7 contracts

Sources: Warrant Agreement (Decarbonization Plus Acquisition Corp III), Warrant Agreement (Decarbonization Plus Acquisition Corp II), Warrant Agreement (Decarbonization Plus Acquisition Corp II)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: Warrants (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii)) above, the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates;, (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization;, (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual;, (d) in the case of an individual, pursuant to a qualified domestic relations order;, (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s a Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased;, (f) by virtue of the Sponsorholder’s organizational documents upon liquidation or dissolution of the Sponsor;holder, (g) to the Company for no value for cancellation in connection with the consummation completion of our initial a Business Combination;, (h) in the event of the Company’s liquidation prior to the completion of its initial a Business Combination; , or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the each case of clauses (a) through except for clause (fg), these (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferees transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing agrees to be bound by the these transfer restrictions in this Agreementrestrictions.

Appears in 7 contracts

Sources: Warrant Agreement (CC Neuberger Principal Holdings II), Warrant Agreement (CC Neuberger Principal Holdings II), Warrant Agreement (Sustainable Opportunities Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers directors or directorsofficers, any affiliates or family members of any of the Company’s officers directors or directorsofficers, any direct or indirect members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or; (ig) in the case of an entity, by virtue of the laws of its jurisdiction or its organizational documents or operating agreement; and (h) in the event of the Company’s completion of a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 7 contracts

Sources: Warrant Agreement (Perception Capital Corp. II), Warrant Agreement (Reinvent Technology Partners Y), Warrant Agreement (Reinvent Technology Partners Y)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) the Private Placement Warrants (including the Ordinary Shares Class A ordinary shares issuable upon exercise of the Private Placement Warrants, ) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only the Private Placement Warrants will be redeemable by the Company pursuant entitled to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares Class A ordinary shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) in the case of a transfer by the Sponsor, by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents limited liability company agreement, as amended from time to time, upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its an initial Business Combination; orand (ih) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and other Insiders (as defined therein).

Appears in 6 contracts

Sources: Assignment, Assumption and Amendment Agreement (VinFast Auto Ltd.), Warrant Agreement Amendment (VinFast Auto Pte. Ltd.), Warrant Agreement (Black Spade Acquisition Co)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” ”, pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners affiliate of the Sponsor or their affiliates, to any affiliates members of the Sponsor, Sponsor or any employees of such their affiliates; (b) in the case of an individual, by gift to a member of one of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents laws of the State of Delaware or the limited liability company agreement of the Sponsor upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our its initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion consummation of its initial a Business Combination; or (i) in the event that, subsequent to the consummation of an initial Business Combination, the Company’s completion of Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Appears in 6 contracts

Sources: Warrant Agreement (First Digital Health Acquisition Corp.), Warrant Agreement (Integrated Energy Transition Acquisition Corp.), Warrant Agreement (Ark Global Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its their Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” ”, pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the members of the Sponsor and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates;, (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or by transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the laws of Delaware or the Sponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its an initial Business Combination; orand (ih) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 6 contracts

Sources: Warrant Agreement (Sirius International Insurance Group, Ltd.), Warrant Agreement (Easterly Acquisition Corp.), Warrant Agreement (Easterly Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, Combination and (iii) shall not be redeemable by the Company pursuant to Section Sections 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section or 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the Sponsor’s operating agreement upon dissolution of the Sponsor; (f) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the Company’s initial Business Combination; or (ih) in the event of the Company’s completion of a liquidation, merger, share exchange exchange, restructuring or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 6 contracts

Sources: Warrant Agreement (Pivotal Holdings Corp), Warrant Agreement (Moose Pond Acquisition Corp, NCV I), Warrant Agreement (Queen's Gambit Growth Capital II)

Private Placement Warrants. The Private Placement Warrants shall be are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) ), as applicable, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c4.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combinationdate hereof, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination any forward purchase agreement or similar arrangement at prices no greater than the price at which the Private Placement Ordinary Shares or Warrants or Ordinary Shares, as applicable, were originally purchased;; and (f) by virtue of the Sponsor’s organizational documents laws of the State of Delaware or the limited liability company agreement of the Sponsor upon liquidation or dissolution termination and winding-up of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Appears in 6 contracts

Sources: Warrant Agreement (Urgent.ly Inc.), Warrant Agreement (Alpha Tau Medical Ltd.), Warrant Agreement (Healthcare Capital Corp/De)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor Sponsor, the Anchor Investors or any of its their Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to (except as set forth in Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined 6, below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor, the Anchor Investors or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, the Anchor Investors, or any employees of such their affiliates; (b) in the case of an individual, transfers by gift to a member of one of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation of the Company’s a Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) transfers in the event of the Company’s liquidation prior to the completion of its an initial Business Combination; or; (ig) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) in the event of the Company’s completion of a liquidation, merger, share exchange stock exchange, reorganization or other similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; and (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above; provided, however, that, that in the case of clauses (a) through (fe) and (i), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 6 contracts

Sources: Warrant Agreement (Hennessy Capital Investment Corp. VI), Warrant Agreement (Hennessy Capital Investment Corp. VI), Warrant Agreement (Hennessy Capital Investment Corp. VI)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) 2.6.1 to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) 2.6.2 in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) 2.6.3 in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) 2.6.4 in the case of an individual, pursuant to a qualified domestic relations order; (e) 2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar agreement or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) 2.6.6 by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) 2.6.7 to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) 2.6.8 in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) 2.6.9 in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; and 2.6.10 provided, however, that, in the case of clauses (a) subsections 2.6.1 through (f)2.6.6, these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, and the Company’s officers and directors.

Appears in 6 contracts

Sources: Warrant Agreement (Corner Growth Acquisition Corp. 2), Warrant Agreement (Corner Growth Acquisition Corp. 2), Warrant Agreement (Corner Growth Acquisition Corp. 3)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) including the Ordinary Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof hereof, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners affiliate of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates, or to any member(s) of the Sponsor or any affiliates of such members; (b) in the case of an individual, by gift to a member of one of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, or an affiliate of such person individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the Sponsor; (gh) as distributions to direct or indirect members of the Sponsor; (i) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (ij) in the event of the Company’s completion of a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the Company’s completion of the Company’s its initial Business Combination; provided, however, that, in the each case of (except for clauses (a) through (f), these permitted transferees (i) or (j) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which any such transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 6 contracts

Sources: Warrant Agreement (Glenfarne Merger Corp.), Warrant Agreement (Glenfarne Merger Corp.), Warrant Agreement (Glenfarne Merger Corp.)

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares shares of Class A common stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares shares of Class A common stock held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their its affiliates, any affiliates of the Sponsor, Sponsor or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicablesecurities, were originally purchased; (f) by virtue of the applicable organizational documents of the Sponsor upon dissolution of such Sponsor; (g) as a distributions to members of the Sponsor; (h) by virtue of the laws of the State of Delaware or either of the Sponsor’s organizational documents upon liquidation or dissolution of the our Sponsor; (gi) to the Company for no value for cancellation in connection with the consummation completion of our its initial Business Combination; (hj) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (ik) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares shares of Class A common stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the each case of (except for clauses (a) through (fi), these (j) or (k) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferees transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Appears in 5 contracts

Sources: Warrant Agreement (Excolere Acquisition Corp.), Warrant Agreement (Montes Archimedes Acquisition Corp), Warrant Agreement (Montes Archimedes Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers directors or directorsofficers, any affiliates or family members of any of the Company’s officers directors or directorsofficers, any direct or indirect members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or; (ig) in the case of an entity, by virtue of the laws of its jurisdiction or its organizational documents or operating agreement; and (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 5 contracts

Sources: Warrant Agreement (SILVERspac Inc.), Warrant Agreement (SILVERspac Inc.), Warrant Agreement (Seven Islands Inc)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by as a gift to a member of one of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization; (b) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (f) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to consummation of the completion of its initial Company’s Business Combination; or (ih) in the event that, subsequent to the consummation of an initial Business Combination, the Company’s completion of Company completes a liquidation, consummates a merger, share exchange capital stock exchange, reorganization or other similar transaction which that results in all of the public shareholders holders of the Company’s equity securities issued in the Offering having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 5 contracts

Sources: Warrant Agreement (Broadmark Realty Capital Inc.), Warrant Agreement (Trinity Sub Inc.), Warrant Agreement (Trinity Merger Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees that: (as defined belowi) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c‎3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, Warrants may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combinationsold, and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereofWarrants: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its an initial Business Combination; or; (ig) by virtue of the laws of the Cayman Islands or the Sponsor’s exempted limited partnership agreement, as amended from time to time, upon termination, winding-up and liquidation of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fe) and (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. In addition, any Class A ordinary shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may not be transferred, assigned or sold until thirty (30) days after the completion of an initial Business Combination, except to Permitted Transferees who, in the case of clauses (a) through (e) and (g), enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. For the avoidance of doubt, in no event will the terms of the Private Placement Warrants change in connection with a transfer of the Private Placement Warrants to a Permitted Transferee or otherwise based upon the characteristics of the holder of such Private Placement Warrants.

Appears in 5 contracts

Sources: Warrant Agreement (LIV Capital Acquisition Corp. II), Warrant Agreement (LIV Capital Acquisition Corp. II), Warrant Agreement (LIV Capital Acquisition Corp. II)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar agreement or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our the Company’s initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 5 contracts

Sources: Warrant Agreement (Denali Capital Acquisition Corp.), Warrant Agreement (Aimfinity Investment Corp. I), Warrant Agreement (Denali Capital Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, Sponsor or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization;, (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsorholder’s organizational documents upon liquidation or dissolution of the Sponsorholder; (g) to the Company for no value for cancellation in connection with the consummation of our its initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 5 contracts

Sources: Warrant Agreement (Oaktree Acquisition Corp. III), Warrant Agreement (Oaktree Acquisition Corp. III), Warrant Agreement (Oaktree Acquisition Corp. III)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 5 contracts

Sources: Warrant Agreement (Emerging Markets Horizon Corp.), Warrant Agreement (Emerging Markets Horizon Corp.), Warrant Agreement (Emerging Markets Horizon Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to (except as set forth in Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined 6, below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such its affiliates; (b) in the case of an individual, transfers by gift to a member of one of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation of the Company’s a Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) transfers in the event of the Company’s liquidation prior to the completion of its an initial Business Combination; or; (ig) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) in the event of the Company’s completion of a liquidation, merger, share exchange stock exchange, reorganization or other similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (f), e) these permitted transferees (the “Permitted Transferees”) must enter into a written agreement agreement(s) with the Company agreeing to be bound by the transfer and other restrictions in this AgreementAgreement and any other agreements between the transferor and the Company relating to those Private Placement Warrants.

Appears in 5 contracts

Sources: Warrant Agreement (Thunder Bridge Capital Partners IV, Inc.), Warrant Agreement (Thunder Bridge Capital Partners IV, Inc.), Warrant Agreement (Thunder Bridge Capital Partners III Inc.)

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor initial purchasers thereof or any of its their Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares shares of Class A common stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares shares of Class A common stock held by the initial purchasers thereof or any of their Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor initial purchasers or their affiliates, any affiliates of the Sponsor, initial purchasers or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicablesecurities, were originally purchased; (f) by virtue of the Sponsor’s limited partnership agreements or other applicable organizational documents of the Sponsor upon liquidation or dissolution of the Sponsor; (g) as a distributions to limited partners or members of the Sponsor or other initial purchasers; (h) by virtue of the laws of the State of Delaware or the Sponsor’s organizational documents or those of the other initial purchasers upon liquidation or dissolution of our Sponsor; (i) to the Company for no value for cancellation in connection with the consummation completion of our its initial Business Combination; (hj) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (ik) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares shares of Class A common stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the each case of (except for clauses (a) through (fi), these (j) or (k) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferees transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Appears in 5 contracts

Sources: Warrant Agreement (Siddhi Acquisition Corp.), Warrant Agreement (Pivotal Investment Corp III), Warrant Agreement (Pivotal Investment Corp III)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar agreement or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our the Company’s initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 5 contracts

Sources: Warrant Agreement (Jack Creek Investment Corp.), Warrant Agreement (Deep Lake Capital Acquisition Corp.), Warrant Agreement (Jack Creek Investment Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) may not be (including the Ordinary Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be ) transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, ; an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (ih) in the event of the Company’s completion of a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Appears in 5 contracts

Sources: Warrant Agreement (Fortress Value Acquisition Corp. IV), Warrant Agreement (Fortress Value Acquisition Corp. IV), Warrant Agreement (Fortress Value Acquisition Corp. III)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, Sponsor or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization;, (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsorholder’s organizational documents upon liquidation or dissolution of the Sponsorholder; (g) to the Company for no value for cancellation in connection with the consummation of our its initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. Once the Private Placement Warrants are no longer held by a Permitted Transferee they are deemed Public Warrants hereunder.

Appears in 5 contracts

Sources: Warrant Agreement (Leo Holdings III Corp.), Warrant Agreement (Leo Holdings III Corp.), Warrant Agreement (Leo Holdings III Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by as gift to a member of one of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization; (b) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (f) through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to consummation of the completion of its Company’s initial Business Combination; or (ih) in the event of the Company’s completion of a liquidationthat, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion consummation of the Company’s initial Business Combination, the Company consummates a merger, capital stock exchange, reorganization or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 5 contracts

Sources: Warrant Agreement (Conyers Park Acquisition Corp.), Warrant Agreement (Conyers Park Acquisition Corp.), Warrant Agreement (Silver Run Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) including the Ordinary Shares Class A ordinary shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 6.1.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 6.1.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants, the Working Capital Warrants and any Ordinary Shares Class A ordinary shares held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: : (a) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners affiliate of the Sponsor or their affiliates, to any affiliates member of the Sponsor, Sponsor or any employees of such affiliates; their affiliates or shareholders; (b) in the case of an individual, by as a gift to a member of one of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization; ; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; ; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s a Business Combination at prices no greater than the price at which the Private Placement Warrants shares or Ordinary Shares, as applicable, warrants were originally purchased; ; (fg) by virtue of the Sponsor’s organizational documents laws of the Cayman Islands upon liquidation or dissolution termination and winding up of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; ; (h) in the event of the Company’s liquidation prior to the completion Company’s consummation of its initial Business Combination; or or (i) in the event of that, subsequent to the Company’s completion consummation of its initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that, that in the case of clauses (a) through (f), g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement).

Appears in 5 contracts

Sources: Warrant Agreement (Tiga Acquisition Corp. III), Warrant Agreement (Tiga Acquisition Corp. III), Warrant Agreement (Tiga Acquisition Corp. II)

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares shares of Class A common stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares shares of Class A common stock held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their respective affiliates, any affiliates of the Sponsor, Sponsor or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicableWarrants, were originally purchased; (f) by virtue of the laws of the State of Delaware or either of the Sponsor’s organizational documents upon liquidation or dissolution of the our Sponsor; (g) to the Company for no value for cancellation in connection with the consummation completion of our its initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share capital stock exchange or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares shares of Class A common stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (f)i) or with the prior written consent of the Company, these prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferees transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementagreement.

Appears in 5 contracts

Sources: Private Placement Warrants Purchase Agreement (Avalon Acquisition Inc.), Warrant Agreement (Avalon Acquisition Inc.), Warrant Agreement (Avalon Acquisition Inc.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the state of Delaware or the Sponsor’s operating agreement upon dissolution of the Sponsor; (f) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, applicable securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the Company’s initial Business Combination; or (ih) in the event of the Company’s completion of a liquidation, merger, share stock exchange or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fh), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 5 contracts

Sources: Warrant Agreement (Belong Acquisition Corp.), Warrant Agreement (Belong Acquisition Corp.), Warrant Agreement (Belong Acquisition Corp.)

Private Placement Warrants. 2.6.1. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s a Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the laws of the State of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and that certain letter agreement, dated as of the date hereof (commonly referred to as an “Insider Letter”), among the Company, the Sponsor and certain other parties thereto.

Appears in 5 contracts

Sources: Private Placement Warrants Purchase Agreement (Bullpen Parlay Acquisition Co), Warrant Agreement (Bullpen Parlay Acquisition Co), Warrant Agreement (Bullpen Parlay Acquisition Co)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor Sponsor, CF & Co. or any of its their Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor, CF & Co. or any of their Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by as gift to a member of one of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization; (b) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, or CF & Co.’s officers, directors and direct and indirect equityholders; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (f) through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to consummation of the completion of its Company’s initial Business Combination; or (ih) in the event of the Company’s completion of a liquidationthat, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion consummation of the Company’s initial Business Combination, the Company consummates a merger, capital stock exchange, reorganization or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (ProFrac Holding Corp.), Warrant Agreement (ProFrac Holding Corp.), Warrant Agreement (Matlin & Partners Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or; (ig) by virtue of the laws of the Cayman Islands or the Sponsor’s memorandum and articles of association, as amended, upon dissolution of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (Social Capital Hedosophia Holdings Corp. III), Warrant Agreement (Social Capital Hedosophia Holdings Corp. II), Warrant Agreement (Social Capital Hedosophia Holdings Corp. III)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in notwithstanding the case terms of the foregoing subsection (ii), the Private Placement Warrants and any Ordinary Shares shares of Class A Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliatesSponsor, any affiliates of the Sponsor, Sponsor or any employees of such affiliates; (b) in the case of an individual, transfers by gift to a member of one of the individual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation of the Company’s a Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Sharesshares of Class A Common Stock, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) transfers in the event of the Company’s liquidation prior to the completion of its an initial Business Combination; or; (ig) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) in the event of the Company’s completion of a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of Class A Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; and (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above; provided, however, that, that in the case of clauses (a) through (fe) and (i), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Private Placement Warrants Purchase Agreement (Colombier Acquisition Corp.), Warrant Agreement (Colombier Acquisition Corp.), Warrant Agreement (Colombier Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, Warrants may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereofCombination other than: (a) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, Sponsor or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents laws of the State of Delaware or the limited liability company agreement of the Sponsor upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion consummation of its initial a Business Combination; orand (ih) in the event that, subsequent to the consummation of an initial Business Combination, the Company’s completion of Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Appears in 4 contracts

Sources: Warrant Agreement (Kimbell Tiger Acquisition Corp), Warrant Agreement (Kimbell Tiger Acquisition Corp), Warrant Agreement (Kimbell Tiger Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) the Private Placement Warrants (including the Ordinary Shares Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may be subject to certain transfer restrictions contained in the letter agreement by and among the Company, the Sponsor and the other partiers thereto, (iii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iiiiv) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company other than pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)) and (v) the Private Placement Warrants will be entitled to registration rights; provided, however, that in the case of (iiiii), the Private Placement Warrants and any Ordinary Shares Class A ordinary shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents documents, as amended from time to time, upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our the Company’s initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its an initial Business Combination; orand (i) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (OpSec Holdings), Warrant Agreement (OpSec Holdings), Warrant Agreement (Investcorp Europe Acquisition Corp I)

Private Placement Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) ), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), ) the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees, as applicable, that are issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners affiliate of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates, or to any member(s) of the Sponsor or any affiliates of such members; (b) in the case of an individual, by gift to a member of one of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, or an affiliate of such person individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchasedpurchased or otherwise with the consent of the Company; (f) in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the Sponsor; (gh) as distributions to direct or indirect members of the Sponsor; (i) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (ij) in the event of the Company’s completion of a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the Company’s completion of the Company’s its initial Business Combination; provided, however, that, in the each case of (except for clauses (a) through (f), these permitted transferees (i) or (j) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which any such transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (New Beginnings Acquisition Corp. III), Warrant Agreement (New Beginnings Acquisition Corp. II), Warrant Agreement (New Beginnings Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or by transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its an initial Business Combination; or; (ig) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, share stock exchange or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (Eagleline Acquisition Corp.), Warrant Agreement (Eagle Acquisition Corp.), Warrant Agreement (Eagle Acquisition Corp.)

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, directors or any members or partners affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, any affiliates of the Sponsor, or any employees of such affiliates;, (b) in the case of an individual, by as a gift to a member of one of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization;, (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual;such person, (d) in the case of an individual, pursuant to a qualified domestic relations order;, (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s a Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased;, (f) by virtue of the laws of the State of Delaware or our Sponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the our Sponsor;, (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to consummation of the completion of its Company’s initial Business Combination; , or (ih) in the event that, subsequent to the consummation of a Business Combination, the Company’s completion of Company completes a liquidation, merger, share exchange or other similar transaction which that results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement, Warrant Agreement (GTY Technology Holdings Inc.), Warrant Agreement (GTY Technology Holdings Inc.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its their Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the members of the Sponsor and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization;, (b) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any member of the Sponsor, or any affiliate of the Sponsor or its members, (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual;such person, (d) in the case of an individual, pursuant to a qualified domestic relations order;, (e) by through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased;, or (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the initial Business Combination; or, (ig) by virtue of the laws of the state of Delaware and the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, (h) in the event of the Company’s completion of a liquidationthat, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion consummation of the Company’s initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (Global Partner Acquisition Corp.), Warrant Agreement (Hennessy Capital Acquisition Corp II), Warrant Agreement (Global Partner Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by as a gift to a member of one of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization; (b) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (f) by private sales or transfers made in connection with the consummation of the Company’s any forward purchase agreement or similar arrangement or in connection with an initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to consummation of the completion of its initial Company’s Business Combination; or (ih) in the event of that, subsequent to the Company’s completion consummation of a liquidationBusiness Combination, the Company completes a liquidiation, consummates a merger, share exchange capital stock exchange, reorganization or other similar transaction which that results in all of the public shareholders holders of the Company’s equity securities issued in the Offering having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (Industrea Acquisition Corp.), Warrant Agreement (Industrea Acquisition Corp.), Warrant Agreement (Industrea Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor a Founder or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including shall be subject to the Ordinary Shares issuable upon exercise of the Private Placement WarrantsLock-up (as defined below), may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by a Founder or its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by bona fide gift to a member of one of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization;, (b) amongst the Founders and their affiliates, to the Company’s executive officers or directors, or to any affiliate or family member of any of the Company’s executive officers or directors, (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; (d) in the case of an individual, such person or pursuant to a qualified domestic relations order;, (d) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (e) by through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased;, or (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the initial Business Combination; or, (ig) in the event by virtue of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all laws of the public shareholders having state of Delaware and the right to exchange their Ordinary Shares for cashholder’s limited liability company agreement, securities or other property subsequent to the completion of the Company’s initial Business Combinationif applicable; provided, however, that, in the case of clauses (a) through (fe) and (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (GigCapital2, Inc.), Warrant Agreement (GigCapital2, Inc.), Warrant Agreement (GigCapital2, Inc.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below): (i) the Private Placement Warrants: Warrants (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares Class A ordinary shares issuable upon exercise of the Private Placement Warrants, ) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iiiii) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of clause (iii), the Private Placement Warrants and any Ordinary Shares Class A ordinary shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its an initial Business Combination; or; (ig) by virtue of the laws of the Cayman Islands or the Sponsor’s exempted limited partnership agreement, as amended from time to time, upon termination, winding-up and liquidation of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fe) and (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (Cactus Acquisition Corp. 1 LTD), Warrant Agreement (Cactus Acquisition Corp. 1 LTD), Warrant Agreement (Cactus Acquisition Corp. 1 LTD)

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion consummation by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: except for transfers (a) to the Company’s our officers or directors, any affiliates or family members of any of the Company’s our officers or directors, any members of our sponsor, or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; our sponsor; (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; ; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; ; (d) in the case of an individual, pursuant to a qualified domestic relations order; ; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination an initial business combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; ; (f) in the event of our liquidation prior to the completion of our initial business combination; (g) by virtue of the Sponsorlaws of Delaware or our sponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; sponsor; or (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a our liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the public shareholders our stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities or other property subsequent to the our completion of the Company’s our initial Business Combinationbusiness combination; provided, however, that, that in the case of clauses (a) through (f), e) or (g) these permitted transferees (the “each, a "Permitted Transferees”Transferee") must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions and the other restrictions contained in the letter agreements and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this Agreementprospectus).

Appears in 4 contracts

Sources: Warrant Agreement (RF Acquisition Corp.), Warrant Agreement (RF Acquisition Corp.), Warrant Agreement (RF Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company Corporation of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Corporation; provided, however, that in the case of (ii)that, the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to affiliates of the CompanyCorporation’s Sponsor, to the Corporation’s officers or directors, to officers, directors, members or beneficial owners of the Corporation’s Sponsor, to any affiliates or family members of the foregoing or to any trust where any of the Company’s officers or directors, any members or partners of foregoing is the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliatesprimary beneficiary; (b) in the case of any beneficial owner of the Corporation’s Sponsor or an individual, by gift to a member of one of the members of the beneficial owners of the Corporation’s Sponsor or individual’s immediate family or family, to a trust, the beneficiary of which is a member of one of the beneficial owners of the Corporation’s Sponsor or individual’s immediate family, an affiliate of such person or beneficial owner, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or by transfers made in connection with the consummation of the CompanyCorporation’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue in the event of the SponsorCorporation’s organizational documents upon liquidation or dissolution prior to the Corporation’s completion of the Sponsoran initial Business Combination; (g) to by virtue of the Company for no value for cancellation laws of the State of Delaware or the Sponsor’s limited liability company agreement (as in connection with effect at the consummation time of our initial Business Combination;the proposed transfer) upon dissolution of the Sponsor; and (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the CompanyCorporation’s completion of a liquidation, merger, share stock exchange or other similar transaction which results in all of the public shareholders Corporation’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the CompanyCorporation’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company Corporation agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement, Warrant Agreement (Modern Media Acquisition Corp.), Warrant Agreement (Modern Media Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers directors or directorsofficers, any affiliates or family members of any of the Company’s officers directors or directorsofficers, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; (h) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents, upon dissolution of the Sponsor; orand (i) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (Worldwide Webb Acquisition Corp.), Warrant Agreement (Worldwide Webb Acquisition Corp.), Warrant Agreement (ESM Acquisition Corp)

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or any of their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the such individual’s immediate family family, or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our its initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion consummation of its initial Business Combination; or (i) in the event that, subsequent to the consummation of an initial Business Combination, the Company’s completion of Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Appears in 4 contracts

Sources: Warrant Agreement (Wejo Holdings Ltd.), Warrant Agreement (TKB Critical Technologies 1), Warrant Agreement (TKB Critical Technologies 1)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the state of Delaware or the Sponsor’s operating agreement upon dissolution of the Sponsor; (f) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the Company’s initial Business Combination; (h) any “Permitted Transferee” (as defined in the Forward Purchase Agreement); or (i) in the event of the Company’s completion of a liquidation, merger, share exchange stock exchange, restructuring or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f) and (h), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (Spartan Energy Acquisition Corp.), Warrant Agreement (Spartan Energy Acquisition Corp.), Warrant Agreement (Vantage Energy Acquisition Corp.)

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationEffective Date, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the CompanySponsor’s officers or directors, any affiliates or family members of any of the CompanySponsor’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination any forward purchase agreement or similar arrangement at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (ig) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business CombinationEffective Date; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (TH International LTD), Warrant Agreement (TH International LTD), Merger Agreement (Silver Crest Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees permitted transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, ; (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) 30 days after the completion by the Company of an initial Business Combination, ; (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof hereof; and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor; (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s a Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, shares were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; (g) by virtue of the laws of the British Virgin Islands or the Sponsor’s articles of association or the rights attaching to the equity interests in the Sponsor upon dissolution of the Sponsor; or (ih) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transfereespermitted transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Appears in 4 contracts

Sources: Warrant Agreement (Nexters Inc.), Warrant Agreement (Nexters Inc.), Warrant Agreement (Kismet Acquisition One Corp)

Private Placement Warrants. 2.6.1. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor or the Sponsor’s members; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our an initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its an initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (Global Technology Acquisition Corp. I), Warrant Agreement (Global Technology Acquisition Corp. I), Warrant Agreement (Advancit Acquisition Corp. I)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (the “Business Combination”), (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) 2.6.1 to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) 2.6.2 in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) 2.6.3 in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) 2.6.4 in the case of an individual, pursuant to a qualified domestic relations order; (e) 2.6.5 by private sales or transfers made in connection with any forward purchase agreement or similar agreement or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) 2.6.6 by virtue of the Sponsor’s organizational or formation documents upon liquidation or dissolution of the Sponsor; (g) 2.6.7 to the Company for no value for cancellation in connection with the consummation of our an initial Business Combination; (h) 2.6.8 in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) 2.6.9 in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; ; 2.6.10 provided, however, that, in the case of clauses (a) Sections 2.6.1 through (f)2.6.6, these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (Tristar Acquisition I Corp.), Warrant Agreement (Tristar Acquisition I Corp.), Warrant Agreement (Tristar Acquisition I Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor a Purchaser or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliatesaffiliates (including members of the Sponsor’s members), any affiliates of the Sponsor, or any employees of such affiliates;affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization;organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;individual; (d) in the case of an individual, pursuant to a qualified domestic relations order;order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary SharesCommon Stock, as applicable, were originally purchased;purchased; (f) by virtue of the laws of the State of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination;Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share capital stock exchange or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (TCW Special Purpose Acquisition Corp.), Warrant Agreement (TCW Special Purpose Acquisition Corp.), Warrant Agreement (TCW Special Purpose Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Class B common stock, par value $0.0001 per share, (the “Class B Common Stock”), Private Placement Warrants or Ordinary SharesCommon Stock, as applicable, were originally purchased; (f) by virtue of the laws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders stockholders having the right to exchange their Ordinary Shares Common Stock stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (Revolution Healthcare Acquisition Corp.), Warrant Agreement (Revolution Healthcare Acquisition Corp.), Warrant Agreement (Health Assurance Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) ), as applicable, the Private Placement Warrants: Warrants (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates current or future affiliate or family members member of any of the Company’s officers or directors, any members current or partners future affiliate of the Sponsor or their affiliatesto any member(s), any affiliates directors, officers or employees of the Sponsor, Sponsor or any employees of such their current or future affiliates; (b) in the case of an individual, by gift to a member of one of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an a current or future affiliate of such person individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to consummation of the completion of its initial Company’s Business Combination; or (ig) in the event by virtue of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all laws of the public shareholders having state of Delaware or the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion Sponsor’s limited liability company agreement upon dissolution of the Company’s initial Business CombinationSponsor; provided, however, that, in the case of clauses (a) through (fe) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (CF Finance Acquisition Corp. III), Warrant Agreement (CF Finance Acquisition Corp. III), Warrant Agreement (CF Finance Acquisition Corp II)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Sharesshares of Common Stock, as applicable, were originally purchased; (f) by virtue of the laws of the State of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share capital stock exchange or other similar transaction which results in all of the public shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (Jaws Hurricane Acquisition Corp), Warrant Agreement (Jaws Hurricane Acquisition Corp), Warrant Agreement (Jaws Hurricane Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the members of the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization;, (b) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any member of the Sponsor, or any affiliate of the Sponsor or its members, (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual;such person, (d) in the case of an individual, pursuant to a qualified domestic relations order;, (e) by through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased;, or (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the initial Business Combination; or, (ig) by virtue of the laws of the state of Delaware and the Sponsor’s limited liability company agreement, (h) in the event of the Company’s completion of a liquidationthat, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion consummation of the Company’s initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (fe) and (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (Hennessy Capital Acquisition Corp. III), Warrant Agreement (Hennessy Capital Acquisition Corp. III), Warrant Agreement (Hennessy Capital Acquisition Corp. III)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the members of the Sponsor and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by as gift to a member of one of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization; (b) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) to any descendent of ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; (f) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (g) through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to consummation of the completion of its Company’s initial Business Combination; or (i) in the event of the Company’s completion of a liquidationthat, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion consummation of the Company’s initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (fg), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (Estre Ambiental, Inc.), Warrant Agreement (Boulevard Acquisition Corp. Ii), Warrant Agreement (Boulevard Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s employees, officers or directors, any affiliates or family members of any of the Company’s officers or directors, any employees, officers, directors or members or partners of the Sponsor (or former Sponsor if such transfer occurs after a dissolution of the Sponsor) or their affiliates, or any affiliates of the Sponsor (or former Sponsor if such transfer occurs after a dissolution of the Sponsor, or any employees of such affiliates); (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, an estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by pro rata distributions from the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s organizational documents; (f) by virtue of the laws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary SharesCommon Stock, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (gh) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (hi) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (ij) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (fg), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 4 contracts

Sources: Warrant Agreement (One Equity Partners Open Water I Corp.), Warrant Agreement (One Equity Partners Open Water I Corp.), Warrant Agreement (Star Peak Energy Transition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may shall not be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, redeemable by the Company; (ii) may not (including the Ordinary Class A Shares issuable issued upon exercise of the Private Placement Warrants, may not ) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, ; (iii) shall not may be redeemable by the Company exercised for cash or on a cashless basis, pursuant to Section 6.1 hereof subsection 3.3.1(c) hereof; and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (are not subject to adjustment in compliance with the cashless exercise provisions of Section 4 hereof7.4(b); provided, however, that in notwithstanding the case provisions of clause (ii), the Private Placement Warrants and any Ordinary Class A Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the Private Placement Class A Shares or Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents laws of the Cayman Islands, Delaware or the limited liability company agreement of the Sponsor upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion consummation of its initial a Business Combination; orand (ih) in the event that, subsequent to the consummation of an initial Business Combination, the Company’s completion of Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the public its shareholders having the right to exchange their Ordinary Class A Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this AgreementAgreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

Appears in 4 contracts

Sources: Warrant Agreement (Evolution Global Acquisition Corp), Warrant Agreement (Evolution Global Acquisition Corp), Warrant Agreement (Solarius Capital Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its their Permitted Transferees (as defined below) ), as applicable, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any officers or directors of the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners affiliate of the Sponsor or their affiliates, to any affiliates members of the Sponsor, Sponsor or any employees of such their affiliates; (b) in the case of an individual, by gift to a member of one of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s an initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents laws of the State of Delaware or the limited liability company agreement of the Sponsor upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion consummation of its initial a Business Combination; or (ih) in the event that, subsequent to the consummation of a Business Combination, the Company’s completion of Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors. 2.7

Appears in 4 contracts

Sources: Warrant Agreement (Navigation Capital Acquisition IX Corp.), Warrant Agreement (Navigation Capital Acquisition VII Corp.), Warrant Agreement (Navigation Capital Acquisition VI Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a cashless basis,” , pursuant to subsection Section 3.3.1(c) hereof, hereof and (ii) including the Ordinary Shares Private Placement Warrants shall not be redeemable by the Company. Unless waived by the Company, the Private Placement Warrants and any shares of Common Stock issuable upon exercise of the Private Placement Warrants, Warrants may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)a Partnering Transaction; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the CompanyPost’s officers or directors, any their respective family members and entities formed by such persons for investment or partners of the Sponsor estate planning purposes which are controlled by such persons or formed for their affiliates, any affiliates of the Sponsor, benefit or any employees of such affiliatesfor charitable purposes; (b) to Post or any entity in which Post or the officers and directors of Post hold, in the case of an individualaggregate, by gift to a member of one securities representing no less than 25% of the individual’s immediate family outstanding voting power of such entity (so long as no other holder or to group holds a trust, the beneficiary of which is a member higher percentage of the individual’s immediate family, an affiliate voting power of such person entity), and the subsidiaries of Post or to a charitable organizationsuch entities; (c) in to any corporation or other entity which, as a result of any spinoff, splitoff or other distribution transaction, becomes the case of an individual, by virtue of laws of descent and distribution upon death beneficial owner of the individual;Private Placement Warrants (and shares issuable upon the exercise of the Private Placement Warrants); or (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination a Partnering Transaction at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (f), d) these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions and the other restrictions contained in a certain letter agreement, by and among the Company, the Sponsor and the Company’s executive officers and directors, dated as of the date of this Agreement, as it may be amended from time to time (the “Letter Agreement”). In addition, the Sponsor or its Permitted Transferees will be permitted to pledge or grant a security interest in such securities to secure bona fide indebtedness or engage in hedging transactions; provided, that the holder thereof retains voting control over such securities prior to delivery of shares upon foreclosure or upon satisfaction of the hedge. In the event of any liquidation prior to the completion of the Company’s Partnering Transaction or the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company’s public stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company’s completion of its Partnering Transaction, the lockup period will be deemed terminated.

Appears in 3 contracts

Sources: Warrant Agreement (Post Holdings Partnering Corp), Warrant Agreement (Post Holdings Partnering Corp), Warrant Agreement (Post Holdings Partnering Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees permitted transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, ; (ii) except as provided in this Section 2.6, including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) 30 days after the completion by the Company of an initial Business Combination, ; and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor; (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s a Business Combination at prices no greater than the price at which the Ordinary Shares or the Private Placement Warrants or Ordinary SharesWarrants, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s constituent documents or the rights attaching to the equity interests in the Sponsor upon dissolution of the Sponsor; or (ih) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transfereespermitted transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Appears in 3 contracts

Sources: Warrant Agreement (Cartesian Growth Corp II), Warrant Agreement (Cartesian Growth Corp II), Warrant Agreement (Cartesian Growth Corp II)

Private Placement Warrants. The Except as provided herein, the Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) entitle the holder thereof to purchase on Ordinary Share at a price of $20.00 per share, subject to adjustment as described herein, (ii) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (iiiii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iiiiv) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (iiiii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) 2.6.1 to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any direct or indirect members or partners of the Sponsor, Catalyst Partners Foundation (the “Foundation”) or any other holders of the Company's Class B ordinary shares immediately prior to the Offering (collectively, with the Sponsor and the Foundation, the “Initial Shareholders”) or their affiliates, any affiliates of the SponsorInitial Shareholders, or any employees of such affiliates, or any funds or accounts advised by our Initial Shareholders or their affiliates; (b) 2.6.2 in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) 2.6.3 in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) 2.6.4 in the case of an individual, pursuant to a qualified domestic relations order; (e) 2.6.5 by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) 2.6.6 by virtue of the Sponsor’s or the Foundation’s organizational documents upon liquidation or dissolution of the SponsorSponsor or the Foundation, as applicable; (g) 2.6.7 to the Company for no value for cancellation in connection with the consummation of our the Company’s initial Business Combination; (h) 2.6.8 in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) 2.6.9 in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) 2.6.1 through (f)2.6.6, these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 3 contracts

Sources: Warrant Agreement (Catalyst Partners Acquisition Corp.), Private Placement Warrants Purchase Agreement (Catalyst Partners Acquisition Corp.), Warrant Agreement (Catalyst Partners Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor TortoiseEcofin Borrower or any of its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, Combination and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by TortoiseEcofin Borrower or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners member(s) of the Sponsor or their affiliates, any affiliates of the Sponsor, any member(s) of TortoiseEcofin Borrower or their affiliates or any employees affiliates of such affiliatesTortoiseEcofin Borrower; (b) in the case of an individual, by gift to a member of one members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of TortoiseEcofin Borrower’s operating agreement upon dissolution of TortoiseEcofin Borrower; (f) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the Company’s initial Business Combination; or (ih) in the event of the Company’s completion of a liquidation, merger, share exchange exchange, restructuring or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 3 contracts

Sources: Warrant Agreement (TortoiseEcofin Acquisition Corp. III), Warrant Agreement (TortoiseEcofin Acquisition Corp. III), Warrant Agreement (TortoiseEcofin Acquisition Corp. III)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees permitted transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, ; (ii) except as provided in this Section 2.6, including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) 30 days after the completion by the Company of an initial Business Combination, ; and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor; (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s a Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, shares were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s constituent documents or the rights attaching to the equity interests in the Sponsor upon dissolution of the Sponsor; or (ih) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transfereespermitted transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Appears in 3 contracts

Sources: Warrant Agreement (Cartesian Growth Corp II), Warrant Agreement (Cartesian Growth Corp), Warrant Agreement (Cartesian Growth Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, an estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by pro rata distributions for the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s organizational documents; (f) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary SharesCommon Stock, as applicable, were originally purchased; (fg) by virtue of the laws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (gh) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (hi) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (ij) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fg), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions and the other restrictions contained in this Agreement.

Appears in 3 contracts

Sources: Warrant Agreement (Focus Impact Acquisition Corp.), Warrant Agreement (Focus Impact Acquisition Corp.), Warrant Agreement (Focus Impact Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliates;the Sponsor, (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or by transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its an initial Business Combination; or; (ig) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, share exchange stock exchange, reorganization or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 3 contracts

Sources: Warrant Agreement (TPG Pace Energy Holdings Corp.), Warrant Agreement (TPG Pace Energy Holdings Corp.), Warrant Agreement (TPG Pace Energy Holdings Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliates;the Sponsor, (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or by transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its an initial Business Combination; or; (ig) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 3 contracts

Sources: Warrant Agreement (TPG Pace Holdings Corp.), Warrant Agreement (TPG Pace Holdings Corp.), Warrant Agreement (TPG Pace Holdings Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) the Private Placement Warrants (including the Ordinary Shares Class A ordinary shares issuable upon exercise of the Private Placement Warrants, ) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 or Section 6.2 hereof if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or any of its Permitted Transferees and (iv) shall only the Private Placement Warrants will be redeemable by the Company pursuant entitled to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares Class A ordinary shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue to a nominee or custodian holding securities on behalf of the Sponsor’s organizational documents upon liquidation a beneficial owner to whom a disposition or dissolution of the Sponsortransfer would be permissible under clauses (a) through (e) above; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Company for no value for cancellation in connection with the consummation of our initial Business CombinationSponsor; (h) in the event of the Company’s liquidation prior to the Company’s completion of its an initial Business Combination; orand (i) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f) and (h) and (i), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 3 contracts

Sources: Warrant Agreement (TLGY Acquisition Corp), Warrant Agreement (TLGY Acquisition Corp), Warrant Agreement (TLGY Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to or Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the state of Delaware or the Sponsor’s operating agreement upon dissolution of the Sponsor; (f) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the Company’s initial Business Combination; or (ih) in the event of the Company’s completion of a liquidation, merger, share exchange stock exchange, restructuring or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 3 contracts

Sources: Warrant Agreement (Spartan Acquisition Corp. III), Warrant Agreement (Spartan Acquisition Corp. III), Warrant Agreement (Spartan Acquisition Corp. III)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers directors or directorsofficers, any affiliates or family members of any of the Company’s officers directors or directorsofficers, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; (h) by virtue of the laws of the Cayman Islands or the Sponsor’s memorandum and articles of association or limited liability company agreement, as amended, upon termination of the Sponsor; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 3 contracts

Sources: Warrant Agreement (Noble Rock Acquisition Corp), Warrant Agreement (Noble Rock Acquisition Corp), Warrant Agreement (Noble Rock Acquisition Corp)

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners member(s) of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the Company’s initial Business Combination; (g) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (fg), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 3 contracts

Sources: Warrant Agreement (Open Lending Corp), Warrant Agreement (Nebula Acquisition Corp), Warrant Agreement (Nebula Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor initial purchasers of the Private Placement Warrants or any of its their Permitted Transferees (as defined below): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable Private Placement Warrants and the shares of Common Stock issued upon exercise of the Private Placement Warrants, Warrants may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by as gift to a member of one of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization;, (b) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of the Sponsor or to any member(s) of the Sponsor, (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual;such person, (d) in the case of an individual, pursuant to a qualified domestic relations order;, (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the Company’s initial Business Combination; , or (if) in the event of the Company’s completion of a liquidationthat, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion consummation of the Company’s initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (fd), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 3 contracts

Sources: Warrant Agreement (GRASSMERE ACQUISITION Corp), Warrant Agreement (GRASSMERE ACQUISITION Corp), Warrant Agreement (GRASSMERE ACQUISITION Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance accordance with Section 4 hereof)) and (iv) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its the Company’s initial Business Combination; or (ig) in the case of an entity, by virtue of the laws of its jurisdiction or its organizational documents or operating agreement; or (h) in the event of the Company’s completion of a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of the public shareholders Company’s stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (fe), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the these transfer restrictions in this Agreementrestrictions.

Appears in 3 contracts

Sources: Warrant Agreement (Anzu Special Acquisition Corp I), Warrant Agreement (Anzu Special Acquisition Corp I), Warrant Agreement (Anzu Special Acquisition Corp I)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its a Permitted Transferees Transferee (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers directors or directorsofficers, any affiliates or family members of any of the Company’s officers directors or directorsofficers, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (e) in the case of an individual, pursuant to a qualified domestic relations order; (ef) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; (h) by virtue of the laws of the State of Delaware or the Sponsor’s organizational documents, upon dissolution of the Sponsor; orand (i) in the event of the Company’s completion of a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 3 contracts

Sources: Warrant Agreement (New Vista Acquisition Corp), Warrant Agreement (New Vista Acquisition Corp), Warrant Agreement (New Vista Acquisition Corp)

Private Placement Warrants. 2.5.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationEffective Date, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), subject to that certain Sponsor Support Agreement, dated as of September 16, 2021, by and among, the Company, SPAC and the Sponsor, the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the CompanySponsor’s officers or directors, any affiliates or family members of any of the CompanySponsor’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination any forward purchase agreement or similar arrangement at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (ig) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business CombinationEffective Date; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 3 contracts

Sources: Assignment and Assumption Agreement (Poema Global Holdings Corp.), Assignment and Assumption Agreement (Gogoro Inc.), Assignment and Assumption Agreement (Poema Global Holdings Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, Sponsor or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization;, (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsorholder’s organizational documents upon liquidation or dissolution of the Sponsorholder; (g) to the Company for no value for cancellation in connection with the consummation of our initial the Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial a Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the each case of (except for clauses (a) through (fg), these (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferees transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing agrees to be bound by the these transfer restrictions in this Agreementrestrictions.

Appears in 3 contracts

Sources: Warrant Agreement (Oaktree Acquisition Corp.), Warrant Agreement (Oaktree Acquisition Corp.), Warrant Agreement (Oaktree Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) ), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s employees, officers or directors, any affiliates or family members of any of the Company’s officers or directors, any employees, officers, directors or members or partners of the Sponsor (or former Sponsor if such transfer occurs after a dissolution of the Sponsor) or their affiliates, or any affiliates of the Sponsor (or former Sponsor if such transfer occurs after a dissolution of the Sponsor, or any employees of such affiliates); (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, an estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in In the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in In the case of an individual, pursuant to a qualified domestic relations order; (e) By pro rata distributions from the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s organizational documents; (f) By virtue of the laws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary SharesCommon Stock, as applicable, were originally purchased; (fh) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to To the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (hi) in In the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (ij) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, that in the case of clauses (a) through (fg), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Appears in 3 contracts

Sources: Warrant Agreement (Star Peak Corp II), Warrant Agreement (Star Peak Corp II), Warrant Agreement (Star Peak Corp II)