Common Contracts

18 similar Dealer Manager and Solicitation Agent Agreement contracts by Marketwise, Inc., Allego N.V., AlTi Global, Inc., others

Westrock Coffee Company Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • August 28th, 2024 • Westrock Coffee Co • Beverages • New York

Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 50% of the number of the outstanding public warrants (which is the minimum number required to amend that certain amended and restated warrant agreement, dated as of August 25, 2022 (the “Warrant Agreement”), by and between the Company and Computershare Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent, with respect to the public warrants), the proposed amendment to the Warrant Agreement set forth in the Offering Documents shall be adopted with respect to the public warrants. Subject to

TRISALUS LIFE SCIENCES, INC. Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • May 24th, 2024 • TriSalus Life Sciences, Inc. • Surgical & medical instruments & apparatus • New York

Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of a majority of each of the number of the outstanding Public Warrants, Private Warrants or Working Capital Warrants (which is the minimum number required to amend that certain Warrant Agreement, dated as of December 27, 2020, by and between MedTech Acquisition Corporation (“MedTech”) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”) with respect to each such class of Warrants (such threshold, the “Consent Threshold”)), the proposed amendment to the Warrant Agreement set forth in the Offering Documents shall be adopted with respect to each of

indie Semiconductor, Inc. Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • September 22nd, 2023 • Indie Semiconductor, Inc. • Semiconductors & related devices • New York

Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of a majority of the number of the outstanding warrants (which is the minimum number required to amend that certain warrant agreement, dated as of August 8, 2019, by and between the Company (as successor to Thunder Bridge Acquisition II, Ltd., the Company’s predecessor and a Cayman Islands exempted company and, after a series of transactions, Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation) and Continental Stock Transfer & Trust Company, as warrant agent, as amended by the Assignment, Assumption and Amendment Agreement, dated as of June 10, 2021 (the “Warrant Agreemen

Allego N.V. Dealer Manager and Solicitation Agent Agreement (the “Agreement”)
Dealer Manager and Solicitation Agent Agreement • August 25th, 2023 • Allego N.V. • Services-automotive repair, services & parking • New York

Allego N.V., a public limited liability company (naamloze vennootschap) governed by the laws of the Netherlands (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding Warrants (as defined below), in exchange for consideration consisting of 0.23 Ordinary Shares (as defined below), par value €0.12 per share (the “Exchange Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.

Granite Ridge Resources, Inc. Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • May 19th, 2023 • Granite Ridge Resources, Inc. • Crude petroleum & natural gas • New York

Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 50% of the number of the outstanding warrants (which is the minimum number required to amend that certain warrant agreement, dated as of September 15, 2020, by and between the Company (as successor to Executive Network Partnering Corporation, a Delaware corporation (“ENPC”)) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), as amended by Amendment No. 1 to Warrant Agreement, dated as of March 24, 2021 and as assigned and assumed by the Company and amended pursuant to the Warrant Agreement Amendment and Assignment, dated as of October

TH International Limited Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • May 12th, 2023 • TH International LTD • Retail-eating places • New York

Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 50% of the number of the outstanding public warrants and from at least 50% of the number of the outstanding private placement warrants (which is the minimum number required to amend that certain Assignment, Assumption and Amended & Restated Warrant Agreement, dated as of September 28, 2022, by and among the Company, Silver Crest Acquisition Corporation (the Company’s predecessor and a Cayman Islands exempted company) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”)), the proposed amendment to the Warrant Agreement set forth in the

ALTI GLOBAL, INC. Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • May 5th, 2023 • AlTi Global, Inc. • Investment advice • New York

Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 65% of the number of the outstanding Public Warrants and from at least 65% of the number of the outstanding Private Warrants (which is the minimum number required to amend that certain Amended and Restated Warrant Agreement, dated as of January 3, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, (the “Warrant Agreement”)), the proposed amendment to the Warrant Agreement set forth in the Offering Documents shall be adopted. To the extent we receive the Consents of less than 65% for either the Public Warrants or Private Warr

OPAL Fuels Inc. Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • November 18th, 2022 • OPAL Fuels Inc. • Gas & other services combined • New York

Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 65% of the number of the outstanding public warrants and from at least 65% of the number of the outstanding private placement warrants (which is the minimum number required to amend that certain warrant agreement, dated as of March 25, 2021, by and between the Company (as successor to ArcLight Clean Transition Corp. II, the Company’s predecessor and a Cayman Islands exempted company) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”)), the proposed amendment to the Warrant Agreement set forth in the Offering Documents shall be adopt

Global Business Travel Group, Inc. Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • September 9th, 2022 • Global Business Travel Group, Inc. • Transportation services • New York

Global Business Travel Group, Inc., a Delaware corporation (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding Public Warrants and Private Placement Warrants (collectively, the “Warrants”) in exchange for consideration consisting of 0.275 shares of the Company’s Class A Common Stock (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). The Company is a holding company, and its sole material asset is a controlling equity interest in GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (“GBT JerseyCo”). As the holder of all of the voting interests in GBT JerseyCo, the Company operates and controls all of its business and affairs through GBT JerseyCo and its subsidiaries, in an umbrella p

MarketWise, Inc. Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • August 31st, 2022 • Marketwise, Inc. • Services-prepackaged software • New York

Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 50% of the number of the outstanding public warrants and from at least 50% of the number of the outstanding private placement warrants (which is the minimum number required to amend that certain warrant agreement, dated as of July 23, 2020, by and between the Company (as successor to Ascendant Digital Acquisition Corp., our predecessor and a Cayman Islands exempted company) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”)), the proposed amendment to the Warrant Agreement set forth in the Offering Documents shall be adopted.

REE Automotive Ltd. Dealer Manager and Solicitation Agent Agreement (the “Agreement”)
Dealer Manager and Solicitation Agent Agreement • August 26th, 2022 • REE Automotive Ltd. • Motor vehicles & passenger car bodies • New York

REE Automotive Ltd., a public company incorporated under the laws of Israel, under registration number 51-455733-9 (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding public warrants and private placement warrants (each as defined in the Prospectus) (collectively, the “Warrants”) in exchange for consideration consisting of 0.20 Class A ordinary shares, without par value (the “Shares”), for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.

MarketWise, Inc. Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • August 17th, 2022 • Marketwise, Inc. • Services-prepackaged software • New York

Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 50% of the number of the outstanding public warrants and from at least 50% of the number of the outstanding private placement warrants (which is the minimum number required to amend that certain warrant agreement, dated as of July 23, 2020, by and between the Company (as successor to Ascendant Digital Acquisition Corp., our predecessor and a Cayman Islands exempted company) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”)), the proposed amendment to the Warrant Agreement set forth in the Offering Documents shall be adopted.

Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • May 26th, 2022 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • New York

Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 65% of the Warrants, the proposed amendment to the warrant agreement set forth in the Offering Documents (the “Warrant Amendment”) shall be adopted.

Babylon Holdings Limited Dealer Manager and Solicitation Agent Agreement (the “Agreement”)
Dealer Manager and Solicitation Agent Agreement • May 20th, 2022 • Babylon Holdings LTD • Services-health services • New York

Babylon Holdings Limited, a public company incorporated under the laws of the Bailiwick of Jersey, Channel Islands (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding public warrants and private placement warrants (but excluding, for the avoidance of doubt, the AlbaCore Warrants) (as set forth in the Prospectus) (the “Warrants”), in exchange for consideration consisting of 0.295 Ordinary Shares (as defined below), par value $0.0000422573245084686 per share (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.

BTRS Holdings Inc. Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • November 18th, 2021 • BTRS Holdings Inc. • Services-computer programming services • New York

BTRS Holdings Inc, a company incorporated under the laws of Delaware (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) in exchange for consideration consisting of 0.300 shares of Common Stock (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 20 hereof.

Paya Holdings Inc. Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • August 13th, 2021 • Paya Holdings Inc. • Services-business services, nec • New York

Paya Holdings Inc, a company incorporated under the laws of Delaware (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) in exchange for consideration consisting of 0.260 shares of Common Stock (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.

Ranpak Holdings Corp. Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • August 6th, 2020 • Ranpak Holdings Corp. • Converted paper & paperboard prods (no contaners/boxes) • New York

Ranpak Holdings Corp., a company incorporated under the laws of Delaware (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) in exchange for consideration consisting of 0.22 shares of Class A Common Stock (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.

Cision Ltd. Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • April 17th, 2018 • Cision Ltd. • Services-prepackaged software • New York

Cision Ltd., a Cayman Islands exempted company (the “Company” or “we”), plans to make offers (each such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), an “Exchange Offer,” and collectively, the “Exchange Offers”), for any and all of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) in exchange for consideration consisting of 0.26 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.