Warrant Private Placement Clause Samples
A Warrant Private Placement clause governs the issuance and sale of warrants to purchase company securities in a private, non-public transaction. Typically, this clause outlines the terms under which investors can acquire warrants, such as the number of warrants, exercise price, and any restrictions on transfer or resale. By specifying these conditions, the clause facilitates private fundraising while ensuring compliance with securities regulations and providing clarity to both the company and investors regarding their rights and obligations.
Warrant Private Placement. Simultaneously with the Closing, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Purchase Agreement (as defined below) an aggregate of 7,300,000 warrants of the Company (collectively, the “Placement Warrants”) in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,816,667 warrants (5,166,667 warrants if the over-allotment option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 350,000 Placement Warrants, at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.
Warrant Private Placement. On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 4,200,000 warrants of the Company, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 300,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.
Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof), 4,533,333 warrants (3,777,778 warrants to be purchased by the Sponsor and 755,555 warrants to be purchased by the Representative), which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase Agreements, up to an additional 480,000 Placement Warrants (400,000 Placement Warrants to be purchased by the Sponsor and 80,000 Placement Warrants to be purchased by the Representative), at a purchase price of $1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.
Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to a Purchase Agreement (as defined in Section 2.21.2 hereof), 7,000,000 whole warrants which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.
Warrant Private Placement. On the Closing Date, the Warrant Private Placement shall have been completed in accordance with Section 3.26.
Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 4,500,000 private placement warrants, each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a purchase price of $1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 500,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants nor the underlying shares of Common Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until 30 days after consummation of a Business Combination. $5,750,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00.
Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company, pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), an aggregate of 3,500,000 private placement warrants (the “Placement Warrants”), whether or not the Over-allotment Option is exercised in full or at all, which Placement Warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to the Sponsor is referred to herein as the “Warrant Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. Neither the Placement Warrants nor the Ordinary Shares issuable upon exercise of the Placement Warrants (collectively, the “Placement Securities”) may be sold, assigned or transferred by the Sponsor or their permitted transferees until thirty (30) days after consummation of a Business Combination.
Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Private Placement Warrants Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 3,500,000 warrants (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(a)(2) of the Act. The terms of the Placement Warrants are as described in the Prospectus (as defined below). The purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to Odyssey or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.
Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to a Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 11,110,000 warrants (12,223,750 if the underwriters’ option to purchase additional Units is exercised in full) of the Company, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). None of the Placement Warrants nor the underlying shares of Common Stock issuable upon exercise of the Placement Warrants may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account pursuant to the terms of the Warrant Purchase Agreement. The Placement Warrants shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of at least 180 days beginning on the date of commencement of sales of the Offering pursuant to FINRA Rule 5110(e).