Insider Warrants. On the Closing Date, the Insider Purchasers shall have purchased the Insider Warrants and the purchase price for such Insider Warrants shall be deposited into the Trust Fund.
Insider Warrants. The Company hereby acknowledges and agrees that, in the event the Company calls the Warrants for redemption pursuant to the Warrant Agreement, the Company shall allow the Initial Stockholders to pay the exercise price of any Warrants purchased pursuant to the Warrant Purchase Letters by surrendering the Warrant for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrant, multiplied by the difference between the Warrant Price and the "Fair Market Value" (defined below) by (y) the Fair Market Value. The "Fair Market Value" shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third business day prior to the date on which the notice of redemption is sent to holders of Warrant.
Insider Warrants. The Insider Warrants shall be identical to the Warrants except that they (i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will not be redeemable by the Company, in either case as long as the Insider Warrants are held by the initial purchaser thereof, or its affiliates.
Insider Warrants. The Insider Warrants will be issued in the same form as the Public Warrants but they (i) will not be transferable or salable (subject to certain limited exceptions) until the Company completes a Business Combination, (ii) will be exercisable on a cashless basis and may not be called for redemption pursuant to Section 6 hereof, in each case so long as they are held by the Insiders or their permitted transferees and (iii) may be exercised for unregistered shares if a registration statement relating to the common stock issuable upon exercise of the warrants is not effective and current.
Insider Warrants. The Insider Warrants will be issued in the same form as the Public Warrants but they (i) will not be transferable or salable until 90 days after the Company completes a Business Transaction (as defined below), and (ii) will be exercisable on a cashless basis and will not be redeemable by the Company so long as they are held by the Insiders or their permitted transferees (as described more fully in the Registration Statement).
Insider Warrants. Xx. Xxxxxxx Xxxxxx, Xxxxxx X. Xxxxxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxx Xxxx, Xxx Xxxxxxxxxx XXX, Xxxxxxxxx Realty Group, Inc. Profit Sharing Plan (LCPSP), Xxxxxxx X. Xxxxxxx, Xxxxx Xxxxxxx and Xxxxxxxx Xxxxxxx (the “Insider Purchasers”), ten of the Company’s stockholders immediately prior to the Offering (all of which stockholders are referred to as the “Initial Stockholders”), have committed to purchase an aggregate of 1,820,000 Warrants (“Insider Warrants” and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the “Insider Securities”) at $1.00 per Warrant (for an aggregate purchase price of $1,820,000.00) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreements (“Subscription Agreements”) and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.
Insider Warrants. RAC Partners LLC, an affiliate of the Company's Chairman and Chief Executive Officer and certain directors of the Company (the "Insider Purchasers"), have committed to purchase an aggregate of 4,666,667 Warrants ("Insider Warrants" and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the "Insider Securities") at $0.45 per Warrant (for an aggregate purchase price of $2,100,000.15) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreements ("Subscription Agreements") and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.
Insider Warrants. The Company hereby acknowledges and agrees that, if the Warrants are called for redemption, so long as the Insider Warrants and Warrants underlying the Insider Units are held by the Initial Shareholders or their affiliates, such Warrants shall be exercisable by the holder by surrendering such Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. The “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the 10 trading days ending on the third business day prior to the date on which the notice of redemption is sent to holders of Warrants.
Insider Warrants. RAC Partners LLC (the "Insider Purchaser"), an affiliate of the Company's Chairman and Chief Executive Officer, has committed to purchase an aggregate of 4,666,667 Warrants ("Insider Warrants" and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the "Insider Securities") at $0.45 per Warrant (for an aggregate purchase price of $2,100,000.15) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreement ("Subscription Agreement") and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.
Insider Warrants. The Company’s stockholders prior to this Offering (“Initial Stockholders”) and the Representatives have committed to purchase an aggregate of 1,925,000 Warrants (“Insider Warrants” and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the “Insider Securities”) at $1.00 per Warrant (for an aggregate purchase price of $1,925,000) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the Private Placement Purchase Agreements (“Private Placement Purchase Agreements”) and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.
