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 transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) 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 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 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 Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased; (f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder; (g) to the Company for no value for cancellation in connection with the consummation of the Business Combination; (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (i) in the event of the Company’s liquidation, merger, share exchange or other similar transaction which results in all of the 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 each case (except for clauses (g), (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 transferee (the “Permitted Transferees”) agrees to be bound by these transfer restrictions.
Appears in 3 contracts
Sources: Warrant Agreement (Oaktree Acquisition Corp.), Warrant Agreement (Oaktree Acquisition Corp.), Warrant Agreement (Oaktree 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 either 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) 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 (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor either Purchaser 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 their affiliates, to any affiliates member(s) of the Sponsor or any employees of such their affiliates;,
(b) in the case of an individual, by as a gift to a member of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one 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 a Business Combination at prices no greater than the price at which the Private Placement Ordinary Shares or Warrants were originally purchased;,
(f) by virtue of the holderlaws of the State of Delaware or the Sponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the holder;our Sponsor,
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to consummation of the completion of a Company’s initial Business Combination; , or
(ih) in the event that, subsequent to the consummation of an initial Business Combination, the Company’s Company completes a liquidation, merger, share exchange or other similar transaction which that results in all of the 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 that, in each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 3 contracts
Sources: Warrant Agreement (Platinum Eagle Acquisition Corp.), Warrant Agreement (Platinum Eagle Acquisition Corp.), Warrant Agreement (Platinum Eagle Acquisition Corp.)
Private Placement Warrants. The Private Placement Warrants (including the Ordinary Shares issuable upon exercise of 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 transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member 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, 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 shares were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the Company’s completion of a an initial Business Combination; or;
(ig) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution 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 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 each the case (except for of clauses (ga) through (e), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 3 contracts
Sources: Warrant Agreement (Finance of America Companies Inc.), Warrant Agreement (Replay Acquisition Corp.), Warrant Agreement (Replay 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) 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 (as defined below), Combination; and (iii) 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 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 Sponsor, or their affiliates, any affiliates of the Sponsor or any employees of such affiliatesSponsor;
(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 a Business Combination at prices no greater than the price at which the Ordinary Shares or the Private Placement Warrants Warrants, as applicable, were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 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 each the case (except for of clauses (ga) through (e), (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 these permitted transferee transferees (the “Permitted Transfereespermitted transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.
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 Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor a Placement 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor a Placement Purchaser or any of its Permitted Transferees 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 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 the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one 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 or affiliate of Hydra Management, LLC and M▇▇▇▇▇▇▇ ▇▇▇▇ Capital Partners LLC (collectively, the “Sponsors” and each a “Sponsor”) or HGV,
(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 were originally purchased;, or
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a the initial Business Combination; or,
(ig) by virtue of, with respect to the Sponsors or affiliates of the Sponsors, the laws of the state of Delaware or a Sponsor’s or a Sponsor's affiliate's limited liability company operating agreement upon dissolution of such person and with respect to HGV, the laws of the Cayman Islands or HGV’s memorandum and articles of association upon dissolution of HGV,
(h) in the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which that results in all of the Company’s 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 Combinationproperty; provided, however, that that, in each the case of clauses (except for clauses a) through (e) and (g), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 3 contracts
Sources: Warrant Agreement (Leisure Acquisition Corp.), Warrant Agreement (Leisure Acquisition Corp.), Warrant Agreement (Leisure 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(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) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant and (iv) the Private Placement Warrants will be entitled to Section 6.1 hereofregistration 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 affiliates of such affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member 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, 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 securities were originally purchased;
(f) by virtue of the holderlaws 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 holder;Sponsor; and
(g) in the event of the Company’s liquidation prior to the Company for no value for cancellation in connection with the consummation Company’s completion of the an initial Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or
(i) in the event of the Company’s liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the 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 that, in each the case (except for of clauses (ga) through (f), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Hony Capital Acquisition Corp.), Warrant Agreement (Angel Pond 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 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 (as defined below)Combination, and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereofhereof and (iv) the Private Placement Warrants will be entitled to 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 affiliates of such affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member 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, 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 securities were originally purchased;
(f) by virtue of the holderlaws 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 holder;Sponsor; and
(g) in the event of the Company’s liquidation prior to the Company for no value for cancellation in connection with the consummation Company’s completion of the an initial Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or
(i) in the event of the Company’s liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the 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 that, in each the case (except for of clauses (ga) through (f), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Angel Pond Holdings Corp), Warrant Agreement (Angel Pond 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 that: (as defined belowi) the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of 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 transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iiiii) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 affiliates of such affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member 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, 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 securities were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the Company’s completion of a 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 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 that, in each the case of clauses (except for clauses a) through (e) and (g), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Spree Acquisition Corp. 1 LTD), Warrant Agreement (Spree Acquisition Corp. 1 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor or any employees of such affiliatesSponsor;
(b) in the case of an individual, by gift to a member 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 were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a the Company’s initial Business Combination;
(h) any “Permitted Transferee” (as defined in the Option Agreement); or
(i) 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 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 each the case (except for of clauses (ga) through (f), (h) or (i) or these Permitted Transferees must enter into a written agreement 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 transferee (the “Permitted Transferees”) agrees Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Sentinel Energy Services Inc.), Warrant Agreement (Sentinel Energy Services 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: ), as applicable, (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 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 member(s) of the Sponsor or any employees of such their affiliates, officers, directors and direct and indirect equity-holders;
(b) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 an initial Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to consummation of the completion of a Company’s Business Combination; or
(ig) in the event by virtue of the Company’s liquidation, merger, share exchange or other similar transaction which results in all laws of the CompanyState of Delaware or the Sponsor’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion limited liability company agreement upon dissolution of the Company’s initial Business CombinationSponsor; provided, however, that that, in each case (except for clauses (g), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Achari Ventures Holdings Corp. I), Warrant Agreement (Achari Ventures Holdings Corp. I)
Private Placement Warrants. (a) 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(c3.03(a)(i) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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:
(ai) to the Company’s officers officers, directors or directorsadvisors, any affiliates or family members of any of the Company’s officers officers, directors or directorsadvisors, any members or partners of the Sponsor or their affiliates, any affiliates member(s) of the Sponsor or any employees affiliates of such affiliatesthe Sponsor;
(bii) in the case of an individual, by gift to a member of the individual’s immediate family or family, 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,;
(ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(div) in the case of an individual, pursuant to a qualified domestic relations order;
(ev) 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 were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(hvi) in the event of the Company’s liquidation prior to the completion of a the Company’s initial Business Combination;
(vii) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or
(iviii) subsequent to the completion of the Company’s initial Business Combination, in the event of the Company’s liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the Company’s 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 Combinationproperty; provided, however, that that, in each the case (except for of clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transferthrough (vii), the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (RMG Acquisition Corp.), Warrant Agreement (RMG Acquisition Corp.)
Private Placement Warrants. 2.7.1 The Private Placement Warrants shall be identical to the Public Redeemable 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 (as defined below), and (iii) 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 issued upon exercise of the Private Placement Warrants held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants (as defined below) 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 Sponsor, or their affiliates, any affiliates of the Sponsor or any employees of such affiliatesSponsor;
(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 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 holderSponsor’s organizational documents upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 shareholders 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 each the case (except for of clauses (ga) through (d), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these transfer restrictionsrestrictions and the other restrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Global Partner Acquisition Corp II), Warrant Agreement (Global Partner Acquisition Corp II)
Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that 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 their exercise, 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 (as defined below), Combination”) and (iii) 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 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 officers, directors or directorsadvisors, any affiliates affiliate or family members member of any of the Company’s officers officers, directors or directorsadvisors, any members or partners affiliate of the Sponsor Sponsor, or their affiliatesany member of, any affiliates of or service providers to, the Sponsor or any employees of such their affiliates;
(b) in the case of an individual, by as a gift to a member of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one 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 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 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 holderlaws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a its initial Business Combination; or
(ih) in the event of, subsequent to the completion of the Company’s initial Business Combination, 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 Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that that, in each the case (except for of clauses (ga) through (e), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Generation Asia I Acquisition LTD), Warrant Agreement (Generation Asia I Acquisition 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), Combination; and (iii) shall not be redeemable by the Company pursuant to Section 6.1 or Section 6.2 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 affiliatesSponsor;
(b) in the case of an individual, by gift to a member 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 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 were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 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 each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Spartan Acquisition Corp. IV), Warrant Agreement (Spartan 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 shares of 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 (as defined below)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); providedprovided that, 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 or any employees of such their affiliates;
(b) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants securities were originally purchased;
(f) by virtue of the holder’s organizational documents laws of the State of Delaware or the limited liability company agreement of the Sponsor upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the its initial Business Combination;
(h) in the event of the Company’s liquidation prior to the completion consummation of a Business Combination; or
(i) in the event that, subsequent to the consummation of an initial Business Combination, the Company’s Company completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the Company’s 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 Combinationproperty; provided, however, that that, in each the case (except for of clauses (ga) through (f), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, Citigroup Global Markets Inc., Canaccord Genuity LLC, and the Company’s officers and directors.
Appears in 2 contracts
Sources: Warrant Agreement (Velocity Acquisition Corp.), Warrant Agreement (Velocity 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 transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company for cash 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 member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor or any employees of such affiliatesSponsor;
(b) in the case of an individual, by gift to a member 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 were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 Company’s 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 each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Switchback Energy Acquisition Corp), Warrant Agreement (Switchback Energy 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to (except as set forth in Section 6.1 hereof6, below); 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 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 their affiliates;
(b) in the case of an individual, transfers by gift to a member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of one 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 a Business Combination at prices no greater than the price at which the Private Placement Warrants securities were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) transfers in the event of the Company’s liquidation prior to the completion of a 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 shareholders public 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 in each the case (except for of clauses (ga) through (e) and (i), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (AF Acquisition Corp.), Warrant Agreement (AF 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 transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 their affiliates, to any affiliates member(s) of the Sponsor or any employees of such their affiliates;,
(b) in the case of an individual, by as a gift to a member of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one 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 a Business Combination at prices no greater than the price at which the Private Placement Ordinary Shares or Warrants were originally purchased;,
(f) by virtue of the holderlaws of the State of Delaware or the Sponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the holder;our Sponsor,
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to consummation of the completion of a Company’s initial Business Combination; , or
(ih) in the event that, subsequent to the consummation of an initial Business Combination, the Company’s Company completes a liquidation, merger, share exchange or other similar transaction which that results in all of the 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 that, in each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Collier Creek Holdings), Warrant Agreement (Collier Creek Holdings)
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(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) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; provided, however, that in the case of clause (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 affiliates of such affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member 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, 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 securities were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the Company’s completion of a 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 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 that, in each the case of clauses (except for clauses a) through (e) and (g), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (LIV Capital Acquisition Corp.), Warrant Agreement (LIV 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): (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(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) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant and (iv) the Private Placement Warrants will be entitled to Section 6.1 hereofregistration 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 affiliates of such affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member 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, 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 securities were originally purchased;
(f) by virtue of the holderlaws 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 holder;Sponsor; and
(g) in the event of the Company’s liquidation prior to the Company for no value for cancellation in connection with the consummation Company’s completion of the an initial Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or
(i) in the event of the Company’s liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the 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 that, in each the case (except for of clauses (ga) through (f), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Primavera Capital Acquisition Corp.), Warrant Agreement (Primavera Capital Acquisition Corp.)
Private Placement Warrants. The Private Placement Warrants, Working Capital Warrants and Forward Purchase 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, Working Capital Warrants and Forward Purchase Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; provided, however, that in the case of (ii), the Private Placement Warrants, Working Capital Warrants and Forward Purchase 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, Working Capital Warrants and Forward Purchase 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 Sponsor, or their affiliates, any affiliates of the Sponsor or any employees of such affiliatesSponsor;
(b) in the case of an individual, transfers by gift to a member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of one 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 individualsuch person;
(d) in the case of an individual, transfers pursuant to a qualified domestic relations order;
(e) transfers by virtue of the laws of Delaware or the Sponsor’s operating agreement upon dissolution of the Sponsor;
(f) transfers 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 securities were originally purchased;
(fg) by virtue transfers in the event of the holderCompany’s organizational documents upon liquidation or dissolution prior to the completion of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or
(i) in the event of the Company’s liquidation, merger, share exchange stock exchange, reorganization or other similar transaction which results in all of the Company’s 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 each the case (except for of clauses (ga) through (d), (hf) or and (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 transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Osiris Acquisition Corp.), Warrant Agreement (Osiris 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 transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 as gift to a member of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one 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 L▇▇▇▇▇▇▇ ▇. ▇▇▇▇ or C▇▇▇▇ ▇▇▇▇;
(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 were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to consummation of the completion of a Company’s initial Business Combination; or
(i) in the event of the Company’s liquidationthat, merger, share exchange or other similar transaction which results in all of the Company’s 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 that, in each the case of clauses (except for clauses a) through (g), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Levy Acquisition Corp), Warrant Agreement (Levy 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 as gift to a member of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one 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,
(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 Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a Business Combination; ,
(e) pursuant to a qualified domestic relations order,
(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 Warrants were originally purchased, or
(ig) in the event of the Company’s liquidationthat, merger, share exchange or other similar transaction which results in all of the Company’s 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 that, in each the case (except for of clauses (ga) through (d), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (ROI Acquisition Corp. II), Warrant Agreement (ROI 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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, to officers, directors, members or beneficial owners of the 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 Sponsor or an individual, by gift to a member of the beneficial owner’s or individual’s immediate family or family, to a trust, the beneficiary of which is a member of one of the beneficial owner’s or individual’s immediate family, family or an affiliate of such person or beneficial owner, 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 shares were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the Company’s completion of a an initial Business Combination; or;
(ig) by virtue of the laws of the Cayman Islands or the Sponsor’s limited memorandum and articles of association 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 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 each the case (except for of clauses (ga) through (e), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Saban Capital Acquisition Corp.), Warrant Agreement (Saban Capital Acquisition Corp.)
Private Placement Warrants. The Private Placement Warrants and Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by Cannae Holdings or the Sponsor Sponsor, respectively, or any of its their Permitted Transferees (as defined below) the Private Placement Warrants and Forward Purchase Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants and Forward Purchase Warrants may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below)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 clause (ii), the Private Placement Warrants and Forward Purchase Warrants and any Ordinary Shares Class A ordinary shares held by Cannae Holdings or the Sponsor or any of its their Permitted Transferees and that are issued upon exercise of the Private Placement Warrants and Forward Purchase 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 or any employees of such affiliates any members of Cannae Holdings or its affiliates, any affiliates of Cannae Holdings or any employees of such affiliates;
(b) in the case of an individual, by gift to a member 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 completion of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants securities, were originally purchased;
(f) by virtue of (i) the holderlimited partnership agreements or other applicable organizational documents of the Sponsor upon dissolution of the Sponsor or (ii) the organizational documents of Cannae Holdings upon dissolution of Cannae Holdings;
(g) as distributions to limited partners or members of the Sponsor or as distributions to members of Cannae Holdings;
(h) by virtue of (i) the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor or (ii) the holderlaws of the State of Delaware or Cannae Holdings’ organizational documents upon liquidation or dissolution of Cannae Holdings;
(gi) to the Company for no value for cancellation in connection with the consummation completion of the its initial Business Combination;
(hj) in the event of the Company’s liquidation prior to the Company’s completion of a its initial Business Combination;
(k) with respect to the Forward Purchase Warrants, such transferees as described in the Forward Purchase Agreement; or
(il) 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 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 each case (except for clauses (gi), (hj), (k) or (il) 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 transferee (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.
Appears in 2 contracts
Sources: Warrant Agreement (Austerlitz Acquisition Corp II), Warrant Agreement (Austerlitz 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 the individual’s immediate family or family, 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 initial Business Combination at prices no greater than the price at which the Private Placement Warrants securities were originally purchased;
(f) with respect to Deerfield Private Design Fund IV, L.P., its other equityholders, partners (including partners and affiliated partnerships managed by virtue the same management company or managing (general) partner or by any person or entity that is an affiliate with such management company (general) partner), members and a trust for the benefit of the holder’s organizational documents upon liquidation or dissolution of the holdersuch other equityholders;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a the Company’s initial Business Combination;
(h) 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 liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the Company’s 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 each the case (except for of clauses (ga) through (e), (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 transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (DFB Healthcare Acquisitions Corp.), Warrant Agreement (DFB Healthcare Acquisitions 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 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 (as defined below)Combination, and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant and (iv) the Private Placement Warrants will be entitled to Section 6.1 hereofregistration 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 affiliates of such affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member 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, 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 securities were originally purchased;
(f) by virtue of the holderlaws 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 holder;Sponsor; and
(g) in the event of the Company’s liquidation prior to the Company for no value for cancellation in connection with the consummation Company’s completion of the an initial Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or
(i) in the event of the Company’s liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of the 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 that, in each the case (except for of clauses (ga) through (f), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and other Insiders (as defined therein).
Appears in 2 contracts
Sources: Warrant Agreement (Jeneration Acquisition Corp), Warrant Agreement (Jeneration Acquisition Corp)
Private Placement Warrants. The Private Placement Warrants and 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 Working Capital Warrants: (i) shall not be redeemable by the Company; (ii) may not (including the Class A Shares issued upon exercise of the Private Placement Warrants and Working Capital Warrants) 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) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), ; and (iiiiv) shall are not be redeemable by subject to the Company pursuant to cashless exercise provisions of Section 6.1 hereof7.4(b); provided, however, that in notwithstanding the case provisions of clause (ii), the Private Placement Warrants and Working Capital Warrants and any Ordinary Class A Shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants and 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 of the Sponsor or the Representative or their respective affiliates, any affiliates of the Sponsor or Representative, or any employees of such affiliates;
(b) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 an initial Business Combination at prices no greater than the price at which the Private Placement Class A Shares or Warrants were originally purchased;
(f) by virtue of the holder’s organizational documents laws of the Cayman Islands, Delaware or the limited liability company agreement of the Sponsor upon liquidation or dissolution of the holderSponsor or the limited liability company agreement of the Representative upon dissolution of the Representative;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion consummation of a Business Combination; orand
(ih) in the event that, subsequent to the consummation of an initial Business Combination, the Company’s Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s 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 that, in each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, the Representative and the Company’s officers and directors.
Appears in 2 contracts
Sources: Warrant Agreement (Highview Merger Corp.), Warrant Agreement (Highview 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 (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(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) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant and (iv) the Private Placement Warrants will be entitled to Section 6.1 hereofregistration 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 affiliates of such affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member 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, 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 securities were originally purchased;
(f) by virtue of the holderlaws 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 holder;Sponsor; and
(g) in the event of the Company’s liquidation prior to the Company for no value for cancellation in connection with the consummation Company’s completion of the an initial Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or
(i) in the event of the Company’s liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the 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 that, in each the case (except for of clauses (ga) through (f), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Duddell Street Acquisition Corp.), Warrant Agreement (Duddell Street Acquisition Corp.)
Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that 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 their exercise, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) 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 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, any members or partners affiliate of the Sponsor Sponsor, or their affiliatesany member of, any affiliates of or service providers to, the Sponsor or any employees of such their affiliates;
(b) in the case of an individual, by as a gift to a member of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one 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 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 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 holderlaws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a its initial Business Combination; or
(ih) in the event of, subsequent to the completion of the Company’s initial Business Combination, 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 Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that that, in each the case (except for of clauses (ga) through (e), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (EJF Acquisition Corp.), Warrant Agreement (EJF 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 transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 Sponsor, or any employees of such affiliates;
(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 initial Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased;
(f) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or
(g) by virtue of the holderlaws of Delaware or the Sponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the holderSponsor;
(gh) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a our initial Business Combination; or
(i) in the event of the Company’s liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the Company’s 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 each the case (except for of clauses (ga) through (e), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement agreeing to be bound by these transfer restrictions.
Appears in 2 contracts
Sources: Warrant Agreement (Conyers Park II Acquisition Corp.), Warrant Agreement (Conyers Park II 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 transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member 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, 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 shares were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the Company’s completion of a an 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 and restated, 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 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 each the case (except for of clauses (ga) through (e), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Social Capital Hedosophia Holdings Corp.), Warrant Agreement (Social Capital Hedosophia 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) 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 (as defined below)Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 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 affiliates, any affiliates affiliate 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 the such individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 an initial Business Combination at prices no greater than the price at which the Private Placement Warrants 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 holderlaws of the State of Delaware or the Sponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the holderSponsor;
(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 the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a its initial Business Combination; or
(ij) in the event of the Company’s liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the Company’s shareholders 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 that, in each case (except for clauses (gf), (hi) or (ij) 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 any such transferee (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (McAp Acquisition Corp), Warrant Agreement (McAp 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(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) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant and (iv) the Private Placement Warrants will be entitled to Section 6.1 hereofregistration 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 affiliates of such affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member 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, 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 securities were originally purchased;
(f) by virtue of the holderlaws 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 holder;Sponsor; and
(g) in the event of the Company’s liquidation prior to the Company for no value for cancellation in connection with the consummation Company’s completion of the an initial Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or
(i) in the event of the Company’s liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the 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; ;
(i) provided, however, that that, in each the case (except for of clauses (ga) through (f), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and other Insiders (as defined therein).
Appears in 2 contracts
Sources: Warrant Agreement (Magnum Opus Acquisition LTD), Warrant Agreement (Magnum Opus Acquisition 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 a Placement 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor a Placement Purchaser or any a member of its Permitted Transferees a Placement Purchaser 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 the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one 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 or affiliate of MIHI or Hydra Industries Sponsor LLC (together with MIHI, the “Sponsors” and each a “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 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 were originally purchased;, or
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a the initial Business Combination; or,
(ig) by virtue of the laws of the state of Delaware and a Sponsor’s limited liability company operating agreement upon dissolution of such Sponsor,
(h) in the event of the Company’s liquidationthat, merger, share exchange or other similar transaction which results in all of the Company’s 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 that, in each the case of clauses (except for clauses a) through (e) and (g), (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 transferee these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. Notwithstanding the foregoing, in the event MIHI withholds consent to consummate a Business Combination because of regulatory reasons or because the Business Combination involves a competitor to MIHI, its affiliates, or an entity in which MIHI or an affiliate has an equity interest, then MIHI shall be permitted to sell its Private Placement Warrants (provided, that the transferee agrees to be bound by these the transfer restrictions, lock-up provisions, voting obligations, registration rights and other such restrictions and rights of the Private Placement Warrants, including the terms of this Section 2.5).
Appears in 2 contracts
Sources: Warrant Agreement (Hydra Industries Acquisition Corp.), Warrant Agreement (Hydra Industries 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 shares of 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 (as defined below)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); providedprovided that, 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 or any employees of such their affiliates;
(b) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants securities were originally purchased;
(f) by virtue of the holder’s organizational documents laws of the State of Delaware or the limited liability company agreement of the Sponsor upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the its initial Business Combination;
(h) in the event of the Company’s liquidation prior to the completion consummation of a Business Combination; or
(i) in the event that, subsequent to the consummation of an initial Business Combination, the Company’s Company completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the Company’s 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 Combinationproperty; provided, however, that that, in each the case (except for of clauses (ga) through (f), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, ▇▇▇▇▇▇▇▇▇ LLC, and the Company’s officers and directors.
Appears in 2 contracts
Sources: Warrant Agreement (FAST Acquisition Corp. II), Warrant Agreement (FAST Acquisition Corp. II)
Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Offering Warrants, except that so long as they are held by the Sponsor original holders, or any of its their Permitted Transferees (as defined below) the Private Placement Warrants: ): (i) they may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) they may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) they shall not be redeemable by the Company pursuant and (iv) with respect to Section 6.1 hereofthe Private Placement Warrants held by the Underwriters, they will expire five years from the effective date of the Registration Statement; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of the Common Stock held by the Sponsor or any of its Permitted Transferees Initial Warrantholders and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:
Initial Warrantholders: (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 Initial Warrantholders or their affiliates, to any affiliates limited partner(s) of the Sponsor or any employees of such affiliates;
Initial Warrantholders; (b) in the case of an individual▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, by gift to a member of the individual’s his immediate family or to a trust, the beneficiary of which is a member of one of the individual’s his immediate family, an affiliate of such person family or to a charitable organization,
; (c) in the case of an individual▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, by virtue of the laws of descent and distribution upon the 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 Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased;
(f) by virtue of the holderlaws of the state of Delaware or an Initial Warrantholder’s limited partnership agreement (or comparable organizational documents document) upon liquidation or dissolution of the holder;
an Initial Warrantholder; (g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(hf) in the event of the Company’s liquidation prior to the completion of a the Company’s initial Business Combination; or
or (ig) in the event of that the Company’s Company consummates a subsequent liquidation, merger, share stock exchange or other similar transaction which that results in all of the holders of the Company’s shareholders equity securities issued in the Offering having the right to exchange their Ordinary Shares shares of the Common Stock for cash, securities or other property subsequent to the completion consummation of the Company’s initial Business Combination; provided, however, that that, in each the case (except for of clauses (ga) through (d), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (L&L Acquisition Corp.), Warrant Agreement (L&L 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 transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 member(s) of the Sponsor or any employees affiliates of such affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member of the individual’s immediate family or family, 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 initial Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased;
(f) by virtue of the holderlaws of the state of Delaware or the Sponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 Company’s 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 each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (First Reserve Sustainable Growth Corp.), Warrant Agreement (First Reserve Sustainable Growth Corp.)
Private Placement Warrants. (a) 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 respective 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(c3.03(a)(i) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 Sponsor, the Anchor Investors or any of its their respective Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:
(ai) to the Company’s officers officers, directors or directorsadvisors, any affiliates or family members of any of the Company’s officers officers, directors or directorsadvisors, any members or partners of the Sponsor or their affiliates, any affiliates member(s) of the Sponsor or any employees affiliates of such affiliatesthe Sponsor;
(bii) in the case of an individual, by gift to a member of the individual’s immediate family or family, 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,;
(ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(div) in the case of an individual, pursuant to a qualified domestic relations order;
(ev) 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 were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(hvi) in the event of the Company’s liquidation prior to the completion of a the Company’s initial Business Combination;
(vii) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor;
(viii) to the Anchor Investors’ affiliates, to any investment fund or other entity controlled or managed by the Anchor Investors, or to any investment manager or investment advisor of the Anchor Investors or an affiliate of any such investment manager or investment advisor; or
(iix) subsequent to the completion of the Company’s initial Business Combination, in the event of the Company’s liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the Company’s 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 Combinationproperty; provided, however, that that, in each the case (except for of clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transferthrough (viii), the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Nikola Corp), Warrant Agreement (RMG 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), date hereof; and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; provided, however, that in the case of (ii), the Private Placement Warrants and any DCFC Ordinary Shares held by the Sponsor a Purchaser or any of its a Permitted Transferees 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 DCRN Sponsor or their affiliates, any affiliates of the Sponsor or any employees of such affiliatesDCRN Sponsor;
(b) in the case of an individual, by gift to a member of the individual’s immediate family or family, 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 virtue of the laws of the state of Delaware or transfers made in connection with the Business Combination at prices no greater than DCRN Sponsor’s limited liability company agreement upon dissolution of the price at which the Private Placement Warrants were originally purchasedDCRN Sponsor;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or
(i) in the event of the Company’s liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their DCFC Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that that, in each the case (except for of clauses (ga) through (e), (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 transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Tritium DCFC LTD), Warrant Agreement (Tritium DCFC 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 a Permitted Transferees 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 of the Sponsor or their affiliates, any affiliates member(s) of the Sponsor or any employees affiliates of such affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member of the individual’s immediate family or family, 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 initial Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased;
(f) by virtue of the holderlaws of the state of Delaware or the Sponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 Company’s 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 each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Kadem Sustainable Impact Corp), Warrant Agreement (Kadem Sustainable Impact 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(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) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 affiliates of such affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member 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, 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 securities were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the Company’s completion of a an initial Business Combination; or;
(ig) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution 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 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 that, in each the case of clauses (except for clauses a) through (e) and (g), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Silver Spike Acquisition Corp.), Warrant Agreement (Silver Spike 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 as a gift to a member of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one 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 or affiliate 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 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 were originally purchased;, or
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 liquidationthat, merger, share exchange or other similar transaction which results in all of the Company’s 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 that, in each the case (except for of clauses (ga) through (e), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Hennessy Capital Acquisition Corp.), Warrant Agreement (Hennessy Capital 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 Initial Stockholders 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 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 (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 6 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 an Initial Stockholder or any of its Permitted Transferees and that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:
(ai) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of an Initial Stockholder or partners of the Sponsor or their its affiliates, any affiliates of the Sponsor an Initial Stockholder or any employees of such affiliates;
(bii) in the case of an individual, by gift to a member 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,;
(ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(div) in the case of an individual, pursuant to a qualified domestic relations order;
(ev) 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 securities, were originally purchased;
(fvi) by virtue of the holderapplicable organizational documents of an Initial Stockholder upon dissolution of such Initial Stockholder;
(vii) as a distributions to members of an Initial Stockholder;
(viii) by virtue of the laws of the State of Delaware or either of an Initial Stockholder’s organizational documents upon liquidation or dissolution of the holderan Initial Stockholder;
(gix) to the Company for no value for cancellation in connection with the consummation completion of the its initial Business Combination;
(hx) in the event of the Company’s liquidation prior to the Company’s completion of a its initial Business Combination; or
(ixi) 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 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 in each case (except for clauses (gi), (hj) or (ik) 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 transferee (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.
Appears in 2 contracts
Sources: Warrant Agreement (Arena Fortify Acquisition Corp.), Warrant Agreement (Arena Fortify 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 transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to except as set forth in Section 6.1 hereof6.2; 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 Sponsor, or their affiliates, any affiliates of the Sponsor or any employees of such affiliates;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, 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 securities were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the Company’s completion of a 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 Company’s 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 each the case (except for of clauses (ga) through (e), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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(cSection 3(c)(i)(iii) 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 (as defined below)Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof6(a) hereof and (iv) shall not be redeemable by the 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:
(a1) 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 family members of such affiliates;
(b2) 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,;
(c3) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(d4) in the case of an individual, pursuant to a qualified domestic relations order;
(e5) 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;
(f6) by virtue of the holderSponsor’s organizational documents upon liquidation or dissolution of the holderSponsor;
(g7) to the Company for no value for cancellation in connection with the consummation of the our initial Business Combination;
(h) 8) in the event of the Company’s liquidation prior to the completion of a its initial Business Combination; or
(i9) 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 Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that that, in each the case (except for of clauses (ga) through (i), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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 transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 as gift to a member of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one 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 ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇;
(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 were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to consummation of the completion of a Company’s initial Business Combination; or
(i) in the event of the Company’s liquidationthat, merger, share exchange or other similar transaction which results in all of the Company’s 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 that, in each the case of clauses (except for clauses a) through (g), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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(c3.3.1(b) hereof, (ii) including the 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 (as defined below)Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 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 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 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 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 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 Shares, as applicable, were originally purchased;
(f) by virtue of the holderSponsor’s organizational documents upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the its initial Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that that, in each the case (except for of clauses (ga) through (f), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Grandview 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): (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) days after the completion by the Company of an initial Business Combination (as defined below)Combination, and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant and (iv) the Private Placement Warrants will be entitled to Section 6.1 hereofregistration 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 affiliates of such affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member 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, 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 securities were originally purchased;
(f) by virtue of the holderlaws 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 holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the Company’s completion of a an initial Business Combination; orand
(ih) 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 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 that, in each the case (except for of clauses (ga) through (f), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and other Insiders (as defined therein).
Appears in 1 contract
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 shares of Common Stock issued or 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, (iii) 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 accordance with Section 4 hereof) and (iiiiv) 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 issued upon exercise of the Private Placement Warrants 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, the Sponsor, any members or partners of the Sponsor Sponsor, or their affiliates, any affiliates of the Sponsor or any employees of such affiliatesSponsor;
(b) in the case of an individual, by gift to a member 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, or 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 securities were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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
(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 holders of the Company’s shareholders Public Shares 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; (the transferees referred to in clauses (a) through (h) above are hereinafter called the “Permitted Transferees”); provided, however, that in each the case of clauses (except for clauses a) through (e) and clause (g), (h) or (i) or with the prior these Permitted Transferees must enter into a 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 transferee (the “Permitted Transferees”) agrees agreement agreeing to be bound by these transfer restrictionsrestrictions and the other provisions of the letter agreement dated as of [•], 2021 among the Company, the Sponsor and the officers and directors/director nominees of the Company party thereto and deliver such written agreement to the Company prior to or concurrently with the applicable transfer.
Appears in 1 contract
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 transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to (except as set forth in Section 6.1 hereof6, below); 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 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 the individual’s immediate family or family, to a trust, the beneficiary of which is a member of one 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 a Business Combination at prices no greater than the price at which the Private Placement Warrants securities were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) transfers in the event of the Company’s liquidation prior to the completion of a 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 shareholders public 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 in each the case (except for of clauses (ga) through (e) and (i), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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) shall not be redeemable by the Company; (ii) may not (including the Class A Shares issued upon exercise of the Private Placement Warrants) 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) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), ; and (iiiiv) shall are not be redeemable by subject to the Company pursuant to cashless exercise provisions of Section 6.1 hereof7.4(b); provided, however, that in notwithstanding the case provisions of clause (ii), the Private Placement Warrants and any Ordinary Class A 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, 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 the such individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 an initial Business Combination at prices no greater than the price at which the Private Placement Class A Shares or Warrants were originally purchased;
(f) by virtue of the holder’s organizational documents laws of the Cayman Islands, Delaware or the limited liability company agreement of the Sponsor upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion consummation of a Business Combination; orand
(ih) in the event that, subsequent to the consummation of an initial Business Combination, the Company’s Company completes a liquidation, merger, amalgamation, share exchange or other similar transaction which results in all of the Company’s 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 that, in each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.
Appears in 1 contract
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 LLC, a Delaware limited liability company (“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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below)September 25, 2021 and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Common Shares held by the Sponsor 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 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 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 private sales virtue of the laws of the state of Delaware or transfers made in connection with the Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchasedTortoiseEcofin Borrower’s operating agreement upon dissolution of TortoiseEcofin Borrower;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder[Reserved];
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;[Reserved]; or
(h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or
(i) in the event of the Company’s liquidation, merger, share exchange exchange, restructuring or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Common Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that that, in each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Volta 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), ) and (iii) shall not be redeemable by the Company pursuant to Section Sections 6.1 or 6.2 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 affiliatesSponsor;
(b) in the case of an individual, by gift to a member 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 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 were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 Company’s 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 each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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 Private Holders or any of its their respective 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 shares of Common Stock issuable upon exercise of the Private Placement Warrants) transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and ; (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, and (iv) with respect to private placement warrants held by the Representative, will not be exercisable more than five years from the effective date of the Registration Statements in accordance with FINRA Rule 5110(g)(8); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor Private Holders or any of its their respective 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, or any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor or any employees of such affiliatesSponsor;
(b) in the case of an individual, by gift to a member 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 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 were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 Company’s 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 each the case (except for of clauses (ga) through (e), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the applicable transfer and other restrictions contained in the letter agreement, dated the date hereof, by and amount the Company, the Sponsor and each of the other parties thereto.
Appears in 1 contract
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: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) 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 (as defined below)Effective Date, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any officers or directors of its the Company, or any Permitted Transferees Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:
(a) to the Company10X’s officers or directors, any affiliates affiliate or family members member of any of the Company10X’s officers or directors, any members or partners affiliate of the Sponsor or their affiliates, to any affiliates members of the Sponsor or any employees of such their affiliates;
(b) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 the Business Combination any forward purchase agreement or similar arrangement at prices no greater than the price at which the Private Placement Warrants were originally purchased;
(f) by virtue of the holder’s organizational documents laws of the State of Israel, the State of Delaware or the limited liability company agreement of the Sponsor upon liquidation or dissolution of the holder;Sponsor; or
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior that, subsequent to the completion of Effective Date, the Company completes a Business Combination; or
(i) in the event of the Company’s liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders stockholders 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 that, in each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the Amended and Restated Investors’ Rights Agreement, dated as of February 3, 2021, by and among the Company and the other parties thereto (the “▇▇▇”) (including, for the avoidance of doubt, the provisions with respect to the Sponsor Lock-Up Warrants Period, as defined therein with respect to such transferees) and provided, further, that any transfers under clauses (a) through (g) shall be subject to the ▇▇▇ and made only to the extent permitted under the Lock-Up Period, as defined therein with respect to such transferees.
Appears in 1 contract
Sources: Warrant Assignment, Assumption and Amended & Restated Agreement (REE Automotive 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 the date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below)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 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 affiliate of the Sponsor or their affiliates, to any affiliates members of the Sponsor or any employees of such their affiliates;
(b) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Private Placement Warrants securities were originally purchased;
(f) by virtue of the holder’s organizational documents laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the its initial Business Combination;
(h) in the event of the Company’s liquidation prior to the completion consummation of a Business Combination; or
(i) in the event that, subsequent to the consummation of an initial Business Combination, the Company’s Company completes a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of the 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 that, in each the case (except for of clauses (ga) through (f), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, and the Company’s officers and directors.
Appears in 1 contract
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(c) hereof, (ii) 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 (as defined below)sold, and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 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 affiliates of such affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member 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, 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 securities were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the Company’s completion of a 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 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 that, in each the case of clauses (except for clauses a) through (e) and (g), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions 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 1 contract
Sources: Warrant Agreement (Covalto 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 original purchasers or any of its or 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(c3.3.1(d) hereof, (ii) including the 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 (as defined below)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 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 Sponsor, or their affiliates, any affiliates of the Sponsor or any employees employee or partner of such affiliatesany affiliate;
(b) in the case of an individual, by gift to a member 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, 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 securities were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the its initial Business Combination;
(hg) in the event of the Company’s liquidation prior to the Company’s completion of a an 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 stock exchange or other similar transaction which results in all of the Company’s 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 each the case (except for of clauses (g), a) through (he) 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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement agreeing to be bound by these transfer restrictionsrestrictions and the other restrictions contained in the letter agreement.
Appears in 1 contract
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) shall not be redeemable by the Company; (ii) may not (including the Class A Shares issued upon exercise of the Private Placement Warrants) 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) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (iiiv) may not be transferred, assigned or sold until thirty (30) days after use a different Black-Scholes Warrant Model for purposes of calculating the completion by the Company of an initial Business Combination (Black-Scholes Warrant Value as defined below), specified in Section 4.4 and (iiiv) shall are not be redeemable by subject to the Company pursuant to cashless exercise provisions of Section 6.1 hereof7.4(b); provided, however, that in notwithstanding the case provisions of clause (ii), the Private Placement Warrants and any Ordinary Class A 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, 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 the such individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 an initial Business Combination at prices no greater than the price at which the Private Placement Class A Shares or Warrants were originally purchased;
(f) by virtue of the holder’s organizational documents laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion consummation of a Business Combination; orand
(ih) in the event that, subsequent to the consummation of an initial Business Combination, the Company’s Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s 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 that, in each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.
Appears in 1 contract
Sources: Warrant Agreement (Spinning Eagle 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 transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to (except as set forth in Section 6.1 hereof6, below); 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 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 affiliatesSponsor, any affiliates of the Sponsor or any employees of such their affiliates;
(b) in the case of an individual, transfers by gift to a member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of one 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 a Business Combination at prices no greater than the price at which the Private Placement Warrants securities were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) transfers in the event of the Company’s liquidation prior to the completion of a 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 shareholders public 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 in each the case (except for of clauses (ga) through (e) and (i), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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, hereof and (ii) including the shares of 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 the Business Combination (as defined below); provided that, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 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 or any employees of such their affiliates;
(b) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 the consummation of the Business Combination at prices no greater than the price at which the Private Placement Warrants securities were originally purchased;
(f) by virtue of the holder’s organizational documents laws of the State of Delaware or the limited liability company agreement of the Sponsor upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination[intentionally omitted];
(h) in the event of the Company’s liquidation prior to the completion of a Business Combination[intentionally omitted]; or
(i) in the event that, subsequent to the consummation of the Company’s Business Combination, the Company completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the Company’s 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 Combinationproperty; provided, however, that that, in each the case (except for of clauses (ga) through (f), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, ▇▇▇▇▇▇▇▇▇ LLC, and the Company’s officers and directors.
Appears in 1 contract
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 Private Holders or any of its their respective 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 shares of Common Stock issuable upon exercise of the Private Placement Warrants) transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and ; (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, and (iv) with respect to private placement warrants held by the Representative, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by the Sponsor Private Holders or any of its their respective 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, or any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor or any employees of such affiliatesSponsor;
(b) in the case of an individual, by gift to a member 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 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 were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 Company’s 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 each the case (except for of clauses (ga) through (e), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the applicable transfer and other restrictions contained in the letter agreement, dated the date hereof, by and amount the Company, the Sponsor and each of the other parties thereto.
Appears in 1 contract
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) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) Warrants and the shares of Common Stock issued 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 (as defined below), and (iiiii) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; provided, however, that in the case of (iii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any shares of its Permitted Transferees and 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 the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one 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 Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a the Company’s initial Business Combination; , or
(if) in the event of the Company’s liquidationthat, merger, share exchange or other similar transaction which results in all of the Company’s 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 that, in each the case (except for of clauses (ga) through (d), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the SPAC 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(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by of the Company of an initial Business Combination (as defined below)Merger and Share Acquisition, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; provided, however, that in the case of (ii), x) the Private Placement Warrants and (y) any Ordinary Common Shares held by the SPAC Sponsor or any of its Permitted Transferees and Transferees, as applicable, issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:
(a) to any affiliate of the Company’s officers SPAC Sponsor or directors, to any affiliates member(s) of the SPAC Sponsor 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 affiliatesofficers, directors and direct and indirect equityholders;
(b) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased;
(f) by virtue of the holderlaws of the State of Delaware or the SPAC Sponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or
(i) in the event of the Company’s liquidation, merger, share exchange or other similar transaction which results in all of the 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 CombinationSPAC Sponsor; provided, however, that that, in each case (except for clauses (g), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) 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 a Purchaser or any of its a Permitted Transferees 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 of the Sponsor or their affiliates, any affiliates member(s) of the Sponsor or any employees affiliates of such affiliatesthe Sponsor;
(b) in the case of an individual, by gift to a member of the individual’s immediate family or family, 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 initial Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased;
(f) by virtue of the holderlaws of the state of Delaware or the Sponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 Company’s 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 each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Decarbonization Plus 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 shares of Common Stock issued or 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, (iii) 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 accordance with Section 4 hereof) and (iiiiv) 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 issued upon exercise of the Private Placement Warrants 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, the Sponsor, any members or partners of the Sponsor Sponsor, or their affiliates, any affiliates of the Sponsor or any employees of such affiliatesSponsor;
(b) in the case of an individual, by gift to a member 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, or 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 securities were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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
(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 holders of the Company’s shareholders Public Shares 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; (the transferees referred to in clauses (a) through (h) above are hereinafter called the “Permitted Transferees”); provided, however, that in each the case of clauses (except for clauses a) through (e) and clause (g), (h) or (i) or with the prior these Permitted Transferees must enter into a 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 transferee (the “Permitted Transferees”) agrees agreement agreeing to be bound by these transfer restrictionsrestrictions and the other provisions of the letter agreement dated as of December 8, 2021 among the Company, the Sponsor and the officers and directors/director nominees of the Company party thereto and deliver such written agreement to the Company prior to or concurrently with the applicable transfer.
Appears in 1 contract
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 Tortoise 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), ) and (iii) shall not be redeemable by the Company for cash 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 Tortoise 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 Sponsor, any member(s) of Tortoise Borrower or their affiliates or any employees affiliates of such affiliatesTortoise Borrower;
(b) in the case of an individual, by gift to a member 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 Tortoise Borrower’s operating agreement upon dissolution of Tortoise 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 were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 Company’s 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 each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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 transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one 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 or affiliate of such 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 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 were originally purchased;, or
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a the initial Business Combination; or,
(ig) by virtue of the laws of the state of Delaware and the Sponsor’s limited liability company operating agreement upon dissolution of the Sponsor,
(h) in the event of the Company’s liquidationthat, merger, share exchange or other similar transaction which results in all of the Company’s 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 liquidation, 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 that, in each the case of clauses (except for clauses a) through (e) and (g), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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) hereofincluding the Common Stock issuable upon exercise of the Private Placement Warrants, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCombination; providedprovided , however, that in the case of (ii)during such period, the Private Placement Warrants and any Ordinary Shares the Common Stock held by the Sponsor or any of its Permitted Transferees and (as defined below) that are issued upon exercise of the Private Placement Warrants may be transferred transferred, assigned or sold 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 or any employees of such their current or future affiliates;
(b) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 an initial Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to consummation of the completion of a Company’s Business Combination; or
(ig) in the event by virtue of the Company’s liquidation, merger, share exchange or other similar transaction which results in all laws of the Companystate of Delaware or the Sponsor’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion limited liability company agreement upon dissolution of the Company’s initial Business CombinationSponsor; provided, however, that that, in each the case of clauses (except for clauses a) through (e) or (g), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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 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 (as defined below), and Combination; (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, 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 or any employees of such their affiliates;
(b) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of one 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 securities were originally purchased;
(f) by virtue of the holder’s organizational documents laws of the State of Delaware or the amended and restated limited liability company agreement (as it may be further amended and/or restated) of the Sponsor upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion consummation of a Business Combination; or
(ih) in the event that, subsequent to the consummation of an initial Business Combination, the Company’s Company completes a liquidation, merger, share capital stock exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property subsequent to property; provided however that, in the completion case of the Company’s initial Business Combination; provided, however, that in each case (except for clauses (ga) through (f), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.
Appears in 1 contract
Sources: Warrant Agreement (Icg Hypersonic 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below)March 25, 2023; and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofNew SPAC; provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary New SPAC Class A Common Shares held by the Sponsor a Purchaser or any of its a Permitted Transferees Transferee and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:
(a) to the CompanyNew SPAC’s officers or directors, any affiliates or family members of any of the CompanyNew SPAC’s officers or directors, any members or partners member(s) of the DCRD Sponsor or their affiliates, or any affiliates of the Sponsor or any employees of such affiliatesDCRD Sponsor;
(b) in the case of an individual, by gift to a member 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 such individual;
(d) in the case of an individual, pursuant to a qualified domestic relations order;
(e) by private sales virtue of Cayman Islands law, as applicable, or transfers made in connection with DCRD Sponsor’s operating agreement upon dissolution of the Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchasedDCRD Sponsor;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the CompanyNew SPAC’s liquidation prior to the completion of a Business Combination; or
(i) in the event of the Company’s liquidation, merger, share exchange exchange, restructuring or other similar transaction which results in all of the CompanyNew SPAC’s shareholders having the right to exchange their Ordinary New SPAC Class A Common Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that that, in each the case (except for of clauses (ga) through (e), (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 transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement with New SPAC agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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 Tortoise 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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), ) and (iii) shall not be redeemable by the Company for cash 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 Tortoise 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 Sponsor, any member(s) of Tortoise Borrower or their affiliates or any employees affiliates of such affiliatesTortoise Borrower;
(b) in the case of an individual, by gift to a member 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 Tortoise Borrower’s operating agreement upon dissolution of Tortoise 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 were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 Company’s 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 each the case (except for of clauses (ga) through (f), (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 transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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 (as defined below)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 notwithstanding the restriction 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 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 individual’s immediate family family, any estate planning vehicle 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 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 shareholders pursuant to the Sponsor’s operating agreement;
(g) by virtue of the holderSponsor’s organizational documents upon liquidation or dissolution of the holderSponsor;
(gh) to the Company for no value for cancellation in connection with the consummation of the our initial Business Combination;
(hi) in the event of the Company’s liquidation prior to the completion of a 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 Company’s 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, howeverfurther, that that, in each the case of clauses (except for clauses a) through (g), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 as gift to a member of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one 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 or affiliate 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 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 were originally purchased;, or
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 liquidationthat, merger, share exchange or other similar transaction which results in all of the Company’s 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 that, in each the case (except for of clauses (ga) through (e), (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 transferee these transferees (the “Permitted Transferees”) agrees enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Hennessy Capital Acquisition Corp.)
Private Placement Warrants.
(a) 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(c3.03(a)(i) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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::
(ai) to the Company’s officers officers, directors or directorsadvisors, any affiliates or family members of any of the Company’s officers officers, directors or directorsadvisors, any members or partners of the Sponsor or their affiliates, any affiliates member(s) of the Sponsor or any employees affiliates of such affiliatesthe Sponsor;
(bii) in the case of an individual, by gift to a member of the individual’s immediate family or family, 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,;
(ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(div) in the case of an individual, pursuant to a qualified domestic relations order;
(ev) 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 were originally purchased;;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(hvi) in the event of the Company’s liquidation prior to the completion of a the Company’s initial Business Combination;
(vii) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or
(iviii) subsequent to the completion of the Company’s initial Business Combination, in the event of the Company’s liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the Company’s 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 Combinationproperty; provided, however, that that, in each the case (except for of clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transferthrough (vii), the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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 their exercise, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below)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 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, any members or partners affiliate of the Sponsor or their affiliates, to any affiliates member of the Sponsor or any employees of such their affiliates;
(b) in the case of an individual, by as a gift to a member of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of one 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 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 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 holderlaws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of the holderSponsor;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a its initial Business Combination; or
(ih) in the event of, subsequent to the completion of the Company’s initial Business Combination, 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 Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combinationproperty; provided, however, that that, in each the case (except for of clauses (ga) through (f), (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 these permitted transferee transferees (the “Permitted Transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
Private Placement Warrants. (a) 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 respective 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(c3.03(a)(i) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; 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 Sponsor, the Anchor Investors any of its their respective Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:
(ai) to the Company’s officers officers, directors or directorsadvisors, any affiliates or family members of any of the Company’s officers officers, directors or directorsadvisors, any members or partners of the Sponsor or their affiliates, any affiliates member(s) of the Sponsor or any employees affiliates of such affiliatesthe Sponsor;
(bii) in the case of an individual, by gift to a member of the individual’s immediate family or family, 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,;
(ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(div) in the case of an individual, pursuant to a qualified domestic relations order;
(ev) 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 were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(hvi) in the event of the Company’s liquidation prior to the completion of a the Company’s initial Business Combination;
(vii) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor;
(viii) to the Anchor Investors’ affiliates, to any investment fund or other entity controlled or managed by the Anchor Investors, or to any investment manager or investment advisor of the Anchor Investors or an affiliate of any such investment manager or investment advisor; or
(iix) subsequent to the completion of the Company’s initial Business Combination, in the event of the Company’s liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the Company’s 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 Combinationproperty; provided, however, that that, in each the case (except for of clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transferthrough (viii), the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee these transferees (the “Permitted Transferees”) agrees must enter into a written agreement agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
Appears in 1 contract
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 (as defined below), Combination; and (iii) 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 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 Sponsor, or their affiliates, any affiliates of the Sponsor or any employees of such affiliatesSponsor;
(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 a Business Combination at prices no greater than the price at which the Private Placement Warrants shares were originally purchased;
(f) by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;
(g) to the Company for no value for cancellation in connection with the consummation of the Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a 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 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 each the case (except for of clauses (ga) through (e), (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 these permitted transferee transferees (the “Permitted Transfereespermitted transferees”) agrees must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.
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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 transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereofCompany; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Common 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 's executive officers or directors, any affiliates or family members of any of the Company’s 's executive officers or directors, any members or partners of the Sponsor Sponsor, or any affiliates or family members of members of the Sponsor, or any affiliates (or their affiliates, any affiliates employees) of the Sponsor or any employees of such affiliates;Sponsor,
(b) in the case of an individual, by gift to a member of the individual’s 's immediate family or to a trust, the beneficiary of which is a member of one of the individual’s 's immediate family, 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 securities were originally purchased;
(f) by virtue of the holder’s organizational documents if a holder is an entity, as a distribution to its partners, shareholders or members upon liquidation or dissolution of the holderits liquidation;
(g) in the event of the Company's liquidation prior to the Company for no value for cancellation in connection with the consummation Company's completion of the an initial Business Combination;
(h) in the event by virtue of the Company’s liquidation prior to laws of Belgium or the completion Sponsor's constitutional documents upon dissolution of a Business Combinationthe Sponsor; orand
(i) in the event of the Company’s 's completion of a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of the Company’s 's shareholders having the right to exchange their Ordinary Common Shares for cash, securities or other property subsequent to the completion of the Company’s 's initial Business Combination; provided, however, that that, in each the case (except for of clauses (ga) through (f) and (h), these permitted transferees (hthe "Permitted Transferees") or (i) or must enter into a written agreement 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 transferee (the “Permitted Transferees”) agrees Company agreeing to be bound by these the transfer restrictionsrestrictions in this Agreement.
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Sources: Warrant Agreement (Hunter Maritime Acquisition Corp.)