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 Date, (i) the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 5,000,000 warrants (3,500,000 by the Sponsor and 1,500,000 warrants by the Underwriters) or 5,450,000 warrants (3,725,000 by the Sponsor and 1,725,000 by the Underwriters) if the Over-Allotment Option is exercised in full (collectively, the “Placement Warrants”), which 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 Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation of the Offering. The private placement of the Placement Warrants to the Sponsor and the Underwriters 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. None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates ...
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), 3,666,667 warrants (3,083,333 warrants to be purchased by the Sponsor and 583,833 warrants to be purchased by the Representative) (and simultaneously with the Option Closing Date, up to 350,000 additional warrants (262,500 warrants to be purchased by the Sponsor and 87,500 warrants to be purchased by the Representative )), 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. 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 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 and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 7,630,000 warrants (or up to 8,230,000 warrants if the Underwriters exercise their Over-allotment Option in full), which consists of 6,630,000 warrants purchased by the Sponsor (or 7,230,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 1,000,000 warrants purchased by the Representative, regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially 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 “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsors 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. The Representative acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Common Stock may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.
Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to Purchase Agreement (as defined in Section 2.22.2 hereof), an aggregate of 5,500,000 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 nor the 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 the Purchase Agreement (as defined in Section 2.21.2 hereof), 6,000,000 warrants, which warrants are substantially 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 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. Simultaneously with the Closing Date, the Initial Shareholders will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 5,750,000 warrants (and simultaneously with the Option Closing Date, up to 525,000 additional warrants), 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 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 purchasers 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. 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.