Common use of Warrant Terms Clause in Contracts

Warrant Terms. Notwithstanding anything herein to the contrary, until the date that is thirty (30) days after the completion by the Company of a Business Combination (as defined below), the Warrants may not be transferred, assigned or sold by the holders thereof, other than: (a) 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 members of the Sponsor or any of their affiliates (or their employees) (or, with respect to the Private Placement Warrants issued to the Underwriters, to any affiliate of the Underwriters or to any of the Underwriters’ respective officers, directors or member(s) or any of their respective affiliates); (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of 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 Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) if a holder is an entity, as a distribution to its partners, stockholders, officers or members upon its liquidation; (g) by virtue of the laws of the State of Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; or (h) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (g), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions 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. Notwithstanding the foregoing, with respect to any Private Placement Warrants held by the Underwriters and/or their respective designees or affiliates, in addition to the foregoing restriction on transfer of the Private Placement Warrants, the Private Placement Warrants purchased by the Underwriters and/or their respective designees or affiliates are subject to Rule 5110(e) of the FINRA Manual and shall not be sold during the Offering, or sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions in accordance with FINRA Rule 5110(e)(1). Additionally, the Private Placement Warrants purchased by the Underwriters and/or their respective designees or affiliates shall not 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 a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering.