Common use of Private Placement Warrant, Forward Purchase Warrants Clause in Contracts

Private Placement Warrant, Forward Purchase Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except so long as they are held by the Sponsor (or other initial purchaser thereof) or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Sponsor (or other initial purchaser thereof) or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Sponsor’s or the Company’s officers, directors, consultants or their affiliates, (b) to the Sponsor’s (or other initial purchaser of the Private Placement Warrants, if such purchaser is an entity) members upon the Sponsor’s (or other initial purchaser’s) liquidation, (c) in the case of an individual, by bona fide gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is the individual or a member of the individual’s immediate family for estate planning purposes, (d) in the case of an individual, by virtue of the laws of descent and distribution upon death, (e) in the case of an individual, pursuant to a qualified domestic relations order, (f) to the Company for no value for cancellation in connection with the consummation of a Business Combination or (g) in connection with the consummation of an initial Business Combination, by private sales at prices no greater than the price at which the securities were originally purchased; (h) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (i) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization 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 subsequent to the completion of the Company’s initial Business Combination; provided, however, in the case of clauses (a) through (e) and (g), these transferees (the “Permitted Transferees”) must enter into a written agreement agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrant, Forward Purchase Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor (or other initial purchaser thereof) or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) 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), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Sponsor (or other initial purchaser thereof) or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the SponsorCompany’s officers or directors, any affiliates or family members of any of the Company’s officers, officers or directors, consultants any member(s) of the Sponsor or their affiliates,any affiliates of the Sponsor; (b) in the case of an individual, by gift to the Sponsor’s (or other initial purchaser a member of the Private Placement Warrantsindividual’s immediate family, if to a trust, the beneficiary of which is a member of the individual’s immediate family, or an affiliate of such purchaser is an entity) members upon the Sponsor’s (person, or other initial purchaser’s) liquidation,to a charitable organization; (c) in the case of an individual, by bona fide gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is the individual or a member of the individual’s immediate family for estate planning purposes, (d) in the case of an individual, by virtue of the laws of descent and distribution upon death,death of the individual; (ed) in the case of an individual, pursuant to a qualified domestic relations order,; (e) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (f) to the Company for no value for cancellation by private sales or transfers made in connection with the consummation of a the Company’s initial Business Combination or (g) in connection with the consummation of an initial Business Combination, by private sales at prices no greater than the price at which the securities Warrants were originally purchased; (hg) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; (h) any “Permitted Transferee” (as defined in the Forward Purchase Agreement); or (i) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization 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 subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (e) and (gh), these transferees (the “Permitted Transferees”) must enter into a written agreement agreeing to be bound by the transfer restrictions in this Agreement.