Terms of the Warrants and Transfer Restrictions on the Insiders. The Warrants shall carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: the Warrants (i) will not be transferable, salable or assignable in any manner by the Purchasers, until such time as the Company has completed a Business Combination, except as expressly provided in this Section 1.C., (ii) may be exercisable on a cashless basis so long as such warrants are held by Lu or by Win Wide or its Affiliates and (iii) together with the shares of Common Stock underlying the Warrants, are and will be entitled to registration rights under the registration rights agreement (the “Registration Rights Agreement”) to be signed contemporaneously herewith between Win Wide, the Initial Stockholders (as such term is defined in the Registration Statement) and the Company. In accordance with clause (i) above, prior to a Business Combination, Win Wide will not engage in certain transactions which would result in a decrease of the Insiders’ Percentage Interest, including, but not limited to the following: (a) the issuance of any security, debt or equity, that would be given priority under a Bankruptcy (as defined below), (b) a recapitalization of Win Wide, (c) a merger, unless Win Wide is the surviving company, and on the condition that upon the request and satisfaction of the Company’s counsel, the surviving company will sign an instrument agreeing to be bound by the terms of this Agreement, (d) the dissolution or the voluntary filing of Bankruptcy, except, in the case of dissolution, if the plan of dissolution results in the Insiders owning a percentage of Warrants equal to the Insiders Percentage Interest and any transferee agrees to be bound by the terms of this Agreement, and (e) the pledge of or placing of any lien or other encumbrance on the Warrants. Solely with respect to the shareholders of Win Wide that receive a proportionate share of the Warrants consistent with terms set forth in clause (d) of the preceding sentence, the transfer restriction set forth in clause (i) shall not apply to (a) transfers resulting from the death of any such shareholder of Win Wide, (b) transfers by operation of law, (c) any transfer for estate planning purposes to natural persons immediately related to the transferor by blood, marriage or adoption, or (d) transfers to any trust solely for the benefit of such Win Wide shareholder transferor and/or natural persons immediately related to the transferor by blood, marriage or adoption; provided, however, that with respect to each of the transfers described in clauses (a), (b), (c) or (d), prior to such transfer, each permitted transferee or the trustee or legal guardian for each permitted transferee (hereinafter collectively, “Permitted Transferees” or a “Permitted Transferee”) agrees in writing to be bound by the terms of this Agreement. Should any of the aforesaid Win Wide shareholders transfer or sell Warrants to persons other than Permitted Transferees after the Company has completed a Business Combination, then such Warrants shall on the date of such transfer immediately become redeemable under the same terms as the Unit Warrants. Except as specifically provided in this Agreement, the terms of the Warrants shall in all other respects be as set forth in the warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company (the “Warrant Agreement”) relating to the Unit Warrants. In the event of any conflict between this Agreement and the Warrant Agreement, the terms and provisions of which are incorporated herein by reference, this Agreement shall control.
Appears in 1 contract
Sources: Warrant Purchase Agreement (2020 ChinaCap Acquirco, Inc.)
Terms of the Warrants and Transfer Restrictions on the Insiders. The Warrants shall carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: :
(i) With respect to Win Wide; the Warrants (ia) will not be transferable, salable or assignable in any manner by the Purchasersmanner, until such time as the Company has completed a Business Combination, except as expressly provided in this Section 1.C., (iib) may be exercisable on a cashless basis so long as such warrants are held by Lu or by Win Wide or its Affiliates and (iiic) together with the shares of Common Stock underlying the Warrants, are and will be entitled to registration rights under the registration rights agreement (the “Registration Rights Agreement”) to be signed contemporaneously herewith between Win Wide, the Initial Stockholders (as such term is defined in the Registration Statement) and the Company. In accordance with clause (ia) above, prior to a Business Combination, Win Wide will not engage in certain transactions which would result in a decrease of the Insiders’ Percentage Interest, including, but not limited to the following: (a1) the issuance of any security, debt or equity, that would be given priority under a Bankruptcy (as defined below), (b2) a recapitalization of Win Wide, (c3) a merger, unless Win Wide is the surviving company, and on the condition that upon the request and satisfaction of the Company’s counsel, the surviving company will sign an instrument agreeing to be bound by the terms of this Agreement, (d4) the dissolution or the voluntary filing of Bankruptcy, except, in the case of dissolution, if the plan of dissolution results in the Insiders owning a percentage of Warrants equal to the Insiders Percentage Interest and any transferee agrees to be bound by the terms of this Agreement, and (e5) the pledge of or placing of any lien or other encumbrance on the Warrants. Solely with respect to the shareholders of Win Wide that receive a proportionate share of the Warrants consistent with terms set forth in clause (d4) of the preceding sentence, the transfer restriction set forth in clause (ia) shall not apply to (a1) transfers resulting from the death of any such shareholder of Win Wide, (b2) transfers by operation of law, (c3) any transfer for estate planning purposes to natural persons immediately related to the transferor by blood, marriage or adoption, or (d4) transfers to any trust solely for the benefit of such Win Wide shareholder transferor and/or natural persons immediately related to the transferor by blood, marriage or adoption; provided, however, that with respect to each of the transfers described in clauses (a1), (b2), (c3) or (d4), prior to such transfer, each permitted transferee or the trustee or legal guardian for each permitted transferee (hereinafter collectively, “Permitted Transferees” or a “Permitted Transferee”) agrees in writing to be bound by the terms of this Agreement. Should any of the aforesaid Win Wide shareholders transfer or sell Warrants to persons other than Permitted Transferees after the Company has completed a Business Combination, then such Warrants shall on the date of such transfer immediately become redeemable under the same terms as the Unit Warrants;
(ii) With respect to Surfmax II, the Warrants (a) will not be transferable, salable or assignable in any manner, until such time as the Company has completed a Business Combination, except as expressly provided in this Section 1.C., (b) may be exercisable on a cashless basis so long as such warrants are held by Lu or by Surfmax II or its Affiliates and (c) together with the shares of Common Stock underlying the Warrants, are and will be entitled to registration rights under the registration rights agreement (the “Registration Rights Agreement”) to be signed contemporaneously herewith between Surfmax II, the Initial Stockholders (as such term is defined in the Registration Statement) and the Company. In accordance with clause (a) above, prior to a Business Combination, Surfmax II will not engage in certain transactions which would result in a decrease of the Insiders’ Percentage Interest, including, but not limited to the following: (1) the issuance of any security, debt or equity, that would be given priority under a Bankruptcy (as defined below), (2) a recapitalization of Surfmax II, (3) a merger, unless Surfmax II is the surviving company, and on the condition that upon the request and satisfaction of the Company’s counsel, the surviving company will sign an instrument agreeing to be bound by the terms of this Agreement, (4) the dissolution or the voluntary filing of Bankruptcy, except, in the case of dissolution, if the plan of dissolution results in Lu owning a percentage of Warrants distributed in the dissolution equal to his percentage interest in the equity securities of Surfmax II immediately prior to such dissolution and any transferee agrees to be bound by the terms of this Agreement, and (5) the pledge of or placing of any lien or other encumbrance on the Warrants. Solely with respect to the members of Surfmax II that receive a proportionate share of the Warrants consistent with terms set forth in clause (4) of the preceding sentence, the transfer restriction set forth in clause (a) shall not apply to (1) transfers resulting from the death of any such member of Surfmax II, (2) transfers by operation of law, (3) any transfer for estate planning purposes to natural persons immediately related to the transferor by blood, marriage or adoption, or (4) transfers to any trust solely for the benefit of such Surfmax II member transferor and/or natural persons immediately related to the transferor by blood, marriage or adoption: provided, however, that with respect to each of the transfers described in clauses (1), (2), (3) or (4), prior to such transfer, each permitted transferee or the trustee or legal guardian for each permitted transferee (hereinafter collectively, “Permitted Transferees” or a “Permitted Transferee”) agrees in writing to be bound by the terms of this Agreement. Should any of the aforesaid Surfmax II member transfer or sell Warrants to persons other than Permitted Transferees after the Company has completed a Business Combination, then such Warrants shall on the date of such transfer immediately become redeemable under the same terms as the Unit Warrants. Except as specifically provided in this Agreement, the terms of the Warrants shall in all other respects be as set forth in the warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company (the “Warrant Agreement”) relating to the Unit Warrants. In the event of any conflict between this Agreement and the Warrant Agreement, the terms and provisions of which are incorporated herein by reference, this Agreement shall control.
Appears in 1 contract
Sources: Warrant Purchase Agreement (2020 ChinaCap Acquirco, Inc.)