Common use of Placement Warrants and Repurchased Public Warrants Clause in Contracts

Placement Warrants and Repurchased Public Warrants. The Placement Warrants and Repurchased Public Warrants shall be identical to the Public Warrants, except that (i) so long as they are held by Xxxxxx, the Sponsor or Cowen, members of the Sponsor, partners of Cowen or any of their Permitted Transferees (as defined below), the Placement Warrants and Repurchased Public Warrants (x) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (y) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below); provided that any Placement Warrants held by Cowen or any of its “related persons” under the rules of the Financial Industry Regulatory Authority shall not be sold during the Offering or 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 any such Placement Warrants by any person for a period of 180 days immediately following the date of effectiveness of the Registration Statement, and (z) shall not be redeemable by the Company, and (ii) the Placement Warrants issued to Cowen, so long as such Placement Warrants are held by Cowen or any of its “related persons” under the rules of the Financial Industry Regulatory Authority (“Cowen Held Warrants”), shall expire five years from the date of effectiveness of the Registration Statement (not five years from the consummation of the initial Business Combination) or earlier upon liquidation; provided, however, that in the case of the Placement Warrants and Repurchased Public Warrants and any shares of Common Stock held by Xxxxxx, the Sponsor, members of the Sponsor or partners of Cowen and issued upon exercise of the Placement Warrants and Repurchased Public Warrants may be transferred by Xxxxxx, the Sponsor, members of the Sponsor or partners of Cowen: (a) as gift to a member of Sponsor, a partner of Cowen or an entity owned or controlled by Xxxxxx, their immediate family or to a trust, the beneficiary of which is a member of Xxxxxx’x immediate family, the Sponsor or partner of Cowen and their immediate family or to a charitable organization, (b) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any member of Sponsor or partners of Cowen or any of their respective affiliates, (c) by virtue of the laws of descent and distribution upon death of Xxxxxx, one of the members of the Sponsor or partners of Cowen, (d) pursuant to a qualified domestic relations order, (e) by virtue of the laws of the jurisdiction of incorporation or formation, as applicable, of the Sponsor or Cowen, the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or, in the case of Cowen, by virtue of the laws of the Cayman Islands or its controlling limited partnership agreement or by any member of Sponsor or partner of Cowen upon dissolution of such entity, (f) in the event of the Company’s liquidation prior to the completion of the initial Business Combination, or (g) in the event that, subsequent to the consummation of the initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering 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 (e), these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Placement Warrants and Repurchased Public Warrants. The Placement Warrants and Repurchased Public Warrants shall be identical to the Public Warrants, except that (i) so long as they are held by Xxxxxx, the Sponsor or Cowen, members of the Sponsor, partners of Cowen or any of their Permitted Transferees (as defined below), the Placement Warrants and Repurchased Public Warrants (x) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (y) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below); ) provided that Cowen will not in any Placement Warrants held by Cowen or event be permitted to sell any of its “related persons” under the rules of the Financial Industry Regulatory Authority shall not be sold during the Offering or 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 any such Placement Warrants by any person for a period of or Repurchased Public Warrants prior to the date 180 days immediately following the date of effectiveness completion of the Registration StatementOffering, and (z) shall not be redeemable by the Company, and (ii) the Placement Warrants issued to CowenCowen and any Repurchased Public Warrants, so long as such Placement Warrants are held by Cowen or any of its “related persons” under the rules of the Financial Industry Regulatory Authority (“Cowen Held Warrants”), shall expire five years from the date of effectiveness of the Registration Statement (not five years from the consummation of the initial Business Combination) or earlier upon liquidation; provided, however, that in the case of the Placement Warrants and Repurchased Public Warrants and any shares of Common Stock held by Xxxxxx, the Sponsor, members of the Sponsor or partners of Cowen and issued upon exercise of the Placement Warrants and Repurchased Public Warrants may be transferred by Xxxxxx, the Sponsor, members of the Sponsor or partners of Cowen: (a) as gift to a member of Sponsor, a partner of Cowen or an entity owned or controlled by Xxxxxx, their immediate family or to a trust, the beneficiary of which is a member of Xxxxxx’x immediate family, the Sponsor or partner of Cowen and their immediate family or to a charitable organization, (b) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any member of Sponsor or partners of Cowen or any of their respective affiliates, (c) by virtue of the laws of descent and distribution upon death of Xxxxxx, one of the members of the Sponsor or partners of Cowen, (d) pursuant to a qualified domestic relations order, (e) by virtue of the laws of the jurisdiction of incorporation or formation, as applicable, of the Sponsor or Cowen, the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or, in the case of Cowen, by virtue of the laws of the Cayman Islands or its controlling limited partnership agreement or by any member of Sponsor or partner of Cowen upon dissolution of such entity, (f) in the event of the Company’s liquidation prior to the completion of the initial Business Combination, or (g) in the event that, subsequent to the consummation of the initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering 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 (e), these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Placement Warrants and Repurchased Public Warrants. The Placement Warrants and Repurchased Public Warrants shall be identical to the Public Warrants, except that (i) so long as they are held by Xxxxxx, the Sponsor or Cowen, members of the Sponsor, partners of Cowen or any of their Permitted Transferees (as defined below), the Placement Warrants and Repurchased Public Warrants (x) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (y) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below); ) provided that any Placement Warrants or Repurchased Public Warrants held by Cowen or any of its “related persons” under the rules of the Financial Industry Regulatory Authority shall not be sold during the Offering or 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 any such Placement Warrants or Repurchased Public Warrants by any person for a period of 180 days immediately following the date of effectiveness of the Registration Statement, and (z) shall not be redeemable by the Company, and (ii) the Placement Warrants issued to CowenCowen and any Repurchased Public Warrants, so long as such Placement Warrants or Repurchased Public Warrants are held by Cowen or any of its “related persons” under the rules of the Financial Industry Regulatory Authority (“Cowen Held Warrants”), shall expire five years from the date of effectiveness of the Registration Statement (not five years from the consummation of the initial Business Combination) or earlier upon liquidation; provided, however, that in the case of the Placement Warrants and Repurchased Public Warrants and any shares of Common Stock held by Xxxxxx, the Sponsor, members of the Sponsor or partners of Cowen and issued upon exercise of the Placement Warrants and Repurchased Public Warrants may be transferred by Xxxxxx, the Sponsor, members of the Sponsor or partners of Cowen: (a) as gift to a member of Sponsor, a partner of Cowen or an entity owned or controlled by Xxxxxx, their immediate family or to a trust, the beneficiary of which is a member of Xxxxxx’x immediate family, the Sponsor or partner of Cowen and their immediate family or to a charitable organization, (b) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any member of Sponsor or partners of Cowen or any of their respective affiliates, (c) by virtue of the laws of descent and distribution upon death of Xxxxxx, one of the members of the Sponsor or partners of Cowen, (d) pursuant to a qualified domestic relations order, (e) by virtue of the laws of the jurisdiction of incorporation or formation, as applicable, of the Sponsor or Cowen, the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or, in the case of Cowen, by virtue of the laws of the Cayman Islands or its controlling limited partnership agreement or by any member of Sponsor or partner of Cowen upon dissolution of such entity, (f) in the event of the Company’s liquidation prior to the completion of the initial Business Combination, or (g) in the event that, subsequent to the consummation of the initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering 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 (e), these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Placement Warrants and Repurchased Public Warrants. The Placement Warrants and Repurchased Public Warrants shall be identical to the Public Warrants, except that (i) so long as they are held by XxxxxxWxxxxx, the Sponsor or Cowen, members of the Sponsor, partners of Cowen or any of their Permitted Transferees (as defined below), the Placement Warrants and Repurchased Public Warrants (x) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (y) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below); provided that any Placement Warrants held by Cowen or any of its “related persons” under the rules of the Financial Industry Regulatory Authority shall not be sold during the Offering or 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 any such Placement Warrants by any person for a period of 180 days immediately following the date of effectiveness of the Registration Statement, and (z) shall not be redeemable by the Company, and (ii) the Placement Warrants issued to Cowen, so long as such Placement Warrants are held by Cowen or any of its “related persons” under the rules of the Financial Industry Regulatory Authority (“Cowen Held Warrants”), shall expire five years from the date of effectiveness of the Registration Statement (not five years from the consummation of the initial Business Combination) or earlier upon liquidation; provided, however, that in the case of the Placement Warrants and Repurchased Public Warrants and any shares of Common Stock held by XxxxxxWxxxxx, the Sponsor, members of the Sponsor or partners of Cowen and issued upon exercise of the Placement Warrants and Repurchased Public Warrants may be transferred by XxxxxxWxxxxx, the Sponsor, members of the Sponsor or partners of Cowen: (a) as gift to a member of Sponsor, a partner of Cowen or an entity owned or controlled by XxxxxxWxxxxx, their immediate family or to a trust, the beneficiary of which is a member of Xxxxxx’x Wxxxxx’x immediate family, the Sponsor or partner of Cowen and their immediate family or to a charitable organization, (b) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any member of Sponsor or partners of Cowen or any of their respective affiliates, (c) by virtue of the laws of descent and distribution upon death of XxxxxxWxxxxx, one of the members of the Sponsor or partners of Cowen, (d) pursuant to a qualified domestic relations order, (e) by virtue of the laws of the jurisdiction of incorporation or formation, as applicable, of the Sponsor or Cowen, the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or, in the case of Cowen, by virtue of the laws of the Cayman Islands or its controlling limited partnership agreement or by any member of Sponsor or partner of Cowen upon dissolution of such entity, (f) in the event of the Company’s liquidation prior to the completion of the initial Business Combination, or (g) in the event that, subsequent to the consummation of the initial Business Combination, the Company consummates a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the Offering 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 (e), these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.