Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 154 contracts

Samples: Warrant Agreement (LW EV Holdings, Inc.), Warrant Agreement (Healthcare AI Acquisition Corp.), Warrant Agreement (Worldwide Webb Acquisition Corp.)

Private Placement 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 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 44 contracts

Samples: Warrant Agreement (Sound Point Acquisition Corp I, LTD), Warrant Agreement (Sound Point Acquisition Corp I, LTD), Warrant Agreement (Tailwind Two Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 21 contracts

Samples: Warrant Agreement (Revolution Healthcare Acquisition Corp.), Warrant Agreement (Shelter Acquisition Corp I), Warrant Agreement (Shelter Acquisition Corp I)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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~~3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 19 contracts

Samples: Warrant Agreement (Enphys Acquisition Corp.), Warrant Agreement (SILVERspac Inc.), Warrant Agreement (Enphys Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 19 contracts

Samples: Warrant Agreement (Focus Impact Acquisition Corp.), Warrant Agreement (Focus Impact Acquisition Corp.), Warrant Agreement (Banyan Acquisition Corp)

Private Placement 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 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 17 contracts

Samples: Warrant Agreement (Gogoro Inc.), Warrant Agreement (Prenetics Global LTD), Warrant Agreement (TH International LTD)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 14 contracts

Samples: Warrant Agreement (SDCL EDGE Acquisition Corp), Warrant Agreement (Waldencast Acquisition Corp.), Warrant Agreement (SDCL EDGE Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below): (i) the Private Placement ~~Warrants: (i)~~ Warrants may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) the Private Placement Warrants (including the ~~Ordinary Shares~~ Class A ordinary shares issuable upon exercise of the Private Placement Warrants, ) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) the Private Placement Warrants shall not be redeemable by the Company ~~pursuant to Section 6.1 hereof~~ and (iv) ~~shall only~~ the Private Placement Warrants will be ~~redeemable by the Company pursuant~~ entitled to ~~Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)~~registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ Class A ordinary shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 14 contracts

Samples: Warrant Agreement (VinFast Auto Ltd.), Warrant Agreement (VinFast Auto Pte. Ltd.), Warrant Agreement (Black Spade Acquisition Co)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by ~~the Sponsor~~ a Purchaser 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) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 ~~hereof);~~ hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 13 contracts

Samples: Warrant Agreement (Revolution Medicines, Inc.), Warrant Agreement (CM Life Sciences III Inc.), Warrant Agreement (CM Life Sciences III Inc.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its ~~Permitted Transferees~~ 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~~3.3.1(b) hereof, ; (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until ~~thirty (30)~~ 30 days after the completion by the Company of an initial Business Combination, ; (iii) shall not be redeemable by the Company pursuant to Section 6.1 ~~hereof~~ hereof; and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 12 contracts

Samples: Warrant Agreement (Nexters Inc.), Warrant Agreement (Nexters Inc.), Warrant Agreement (Kismet Acquisition Two Corp.)

Private Placement 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 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) including the ~~Ordinary Shares~~ shares of Class A common stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Class A common stock held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 12 contracts

Samples: Warrant Agreement (Excolere Acquisition Corp.), Warrant Agreement (KL Acquisition Corp), Warrant Agreement (KL Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below): (i) the Private Placement ~~Warrants: (i)~~ Warrants may be exercised for cash or on a “cashless basis,” pursuant to subsection ~~3.3.1(c~~‎3.3.1(c) hereof, (ii) the Private Placement Warrants (including the ~~Ordinary Shares~~ Class A ordinary shares issuable upon exercise of the Private Placement Warrants, ) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) the Private Placement Warrants shall not be redeemable by the Company ~~pursuant to Section 6.1 hereof~~ and (iv) ~~shall only~~ the Private Placement Warrants will be ~~redeemable by the Company pursuant~~ entitled to ~~Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)~~registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ Class A ordinary shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 9 contracts

Samples: Warrant Agreement (Magnum Opus Acquisition LTD), Warrant Agreement (Magnum Opus Acquisition LTD), Warrant Agreement (Primavera Capital Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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~~3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 8 contracts

Samples: Warrant Agreement (XPAC Acquisition Corp.), Warrant Agreement (Portage Fintech Acquisition Corp.), Warrant Agreement (Coliseum Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 8 contracts

Samples: Warrant Agreement (L Catterton Latin America Acquisition Corp), Warrant Agreement (Corner Growth Acquisition Corp. 2), Warrant Agreement (L Catterton Latin America Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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~~3.3.1(b) hereof, (ii) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 ~~hereof~~ hereof, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 6 contracts

Samples: Warrant Agreement (Glenfarne Merger Corp.), Warrant Agreement (Glenfarne Merger Corp.), Warrant Agreement (Glenfarne Merger Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 6 contracts

Samples: Warrant Agreement (First Digital Health Acquisition Corp.), Warrant Agreement (Integrated Energy Transition Acquisition Corp.), Warrant Agreement (Ark Global Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Sponsor, the Anchor Investors or any of ~~its~~ their 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) ~~including the Ordinary Shares issuable upon exercise of the Private Placement Warrants,~~ may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business ~~Combination~~Combination (as defined below), and (iii) shall not be redeemable by the Company ~~pursuant to~~ (except as set forth in Section ~~6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined~~ 6, below~~) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof~~); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor, the Anchor Investors or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 6 contracts

Samples: Warrant Agreement (Hennessy Capital Investment Corp. VI), Warrant Agreement (Hennessy Capital Investment Corp. VI), Warrant Agreement (Hennessy Capital Investment Corp. VI)

Private Placement 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~~ initial purchasers thereof or any of ~~its~~ their 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) including the ~~Ordinary Shares~~ shares of Class A common stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Class A common stock held by the initial purchasers thereof or any of their Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 5 contracts

Samples: Warrant Agreement (Siddhi Acquisition Corp.), Warrant Agreement (Pivotal Investment Corp III), Warrant Agreement (Pivotal Investment Corp III)

Private Placement 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 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) including the ~~Ordinary Shares~~ shares of Class A common stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until ~~thirty (30) days after~~ the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Class A common stock held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 5 contracts

Samples: Private Placement Warrants Purchase Agreement (Avalon Acquisition Inc.), Warrant Agreement (Avalon Acquisition Inc.), Warrant Agreement (Avalon Acquisition Inc.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 5 contracts

Samples: Warrant Agreement (Emerging Markets Horizon Corp.), Warrant Agreement (Emerging Markets Horizon Corp.), Warrant Agreement (Emerging Markets Horizon Corp.)

Private Placement Warrants. 2.5.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the ~~completion by the Company of an initial Business Combination~~Effective Date, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), subject to that certain Sponsor Support Agreement, dated as of September 16, 2021, by and among, the Company, SPAC and the Sponsor, the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 4 contracts

Samples: Assignment and Assumption Agreement (Poema Global Holdings Corp.), Assignment and Assumption Agreement (Gogoro Inc.), Assignment and Assumption Agreement (Poema Global Holdings Corp.)

Private Placement 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 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the ~~completion by the Company of an initial Business Combination~~Effective Date, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 4 contracts

Samples: Assignment, Assumption And (TH International LTD), Assignment, Assumption And (TH International LTD), Agreement and Plan of Merger (Silver Crest Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); ~~provided~~provided that, ~~however, that~~ in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 4 contracts

Samples: Warrant Agreement (FAST Acquisition Corp. II), Warrant Agreement (Velocity Acquisition Corp.), Warrant Agreement (FAST Acquisition Corp. II)

Private Placement 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 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 4 contracts

Samples: Warrant Agreement (Wejo Holdings Ltd.), Warrant Agreement (TKB Critical Technologies 1), Warrant Agreement (TKB Critical Technologies 1)

Private Placement 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 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 4 contracts

Samples: Warrant Agreement (Global Technology Acquisition Corp. I), Warrant Agreement (Global Technology Acquisition Corp. I), Warrant Agreement (Advancit Acquisition Corp. I)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary~~ Shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 4 contracts

Samples: Warrant Agreement (Jaws Hurricane Acquisition Corp), Warrant Agreement (Jaws Hurricane Acquisition Corp), Warrant Agreement (Jaws Hurricane Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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~~3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (the “Business Combination”), (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 4 contracts

Samples: Warrant Agreement (Tristar Acquisition I Corp.), Warrant Agreement (Tristar Acquisition I Corp.), Warrant Agreement (Tristar Acquisition I Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall ~~only~~ not be redeemable by the ~~Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)~~Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Altimar Acquisition Corp.), Warrant Agreement (Altimar Acquisition Corp.), Warrant Agreement (Altimar Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or ~~any of its~~ a Permitted ~~Transferees~~ Transferee (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~~3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (New Vista Acquisition Corp), Warrant Agreement (New Vista Acquisition Corp), Warrant Agreement (New Vista Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants (including the Ordinary Shares issuable upon exercise of the Private Placement Warrants) shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) ~~including the Ordinary Shares issuable upon exercise of the Private Placement Warrants,~~ may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Finance of America Companies Inc.), Warrant Agreement (Replay Acquisition Corp.), Warrant Agreement (Replay Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ Common Stock issuable upon the exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Category Leader Partner Corp 1), Warrant Agreement (Category Leader Partner Corp 1), Warrant Agreement (Callodine Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Sponsor, the A Anchor Investors, or any of its or their 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (SDCL EDGE Acquisition Corp), Warrant Agreement (SDCL EDGE Acquisition Corp), Warrant Agreement (SDCL EDGE Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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~~3.3.1(b) hereof, (ii) including the ~~Ordinary Shares~~ Class A ordinary shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section ~~6.1~~ 6.1.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section ~~6.2~~ 6.1.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ Class A ordinary shares held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Grindr Inc.), Warrant Agreement (Tiga Acquisition Corp.), Warrant Agreement (Tiga Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Initial Purchasers or any of ~~its~~ their Permitted Transferees (as defined below) ), as applicable, the Private Placement Warrants: (i) ~~may~~ shall not be ~~exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof,~~ redeemable by the Company; (ii) may not (including the ~~Ordinary~~ Class A Shares ~~issuable~~ issued upon exercise of the Private Placement Warrants~~, may not~~ ) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, ; and (iii) ~~shall not~~ may be ~~redeemable by the Company~~ exercised for cash or on a cashless basis, pursuant to ~~Section 6.1 hereof and (iv~~subsection 3.3.1(c) ~~shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4~~ hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary~~ Class A Shares held by the Initial Purchasers or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Soaring Eagle Acquisition Corp.), Warrant Agreement (Soaring Eagle Acquisition Corp.), Warrant Agreement (Spinning Eagle Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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~~3.3.1(b) hereof, (ii) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold by the Sponsor until thirty (30) days after the completion by the Company of an initial Business ~~Combination~~Combination (as defined below), (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Class A Common Stock held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Lux Health Tech Acquisition Corp.), Warrant Agreement (Lux Health Tech Acquisition Corp.), Warrant Agreement (Lux Health Tech Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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 (including the Ordinary Shares issuable upon exercise of the Private Placement Warrants~~, may not be~~ ) transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be ~~redeemable~~ redeemed by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Fortress Capital Acquisition Corp), Warrant Agreement (Fortress Capital Acquisition Corp), Warrant Agreement (Fortress Capital Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants ~~shall be~~ are identical to the Public Warrants, except that so long as they are held by the Sponsor 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) ~~including the Ordinary Shares issuable upon exercise of the Private Placement Warrants,~~ may not be transferred, assigned or sold until the date that is thirty (30) days after the ~~completion by the Company of an initial Business Combination~~date hereof, (iii) shall not be redeemable by the Company pursuant to Section 6.1 ~~hereof~~ hereof, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Heramba Electric PLC), Warrant Agreement (Project Energy Reimagined Acquisition Corp.), Warrant Agreement (Heramba Electric PLC)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall ~~not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall~~ only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in ~~compliance~~ accordance with Section 4 hereof)) and (iv) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Anzu Special Acquisition Corp I), Warrant Agreement (Anzu Special Acquisition Corp I), Warrant Agreement (Anzu Special Acquisition Corp I)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Sponsor, the Company’s officers and directors or any of ~~its~~ their Permitted Transferees (as defined below) ), as applicable, the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the ~~Ordinary Shares~~ Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 ~~hereof);~~ hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Transformational CPG Acquisition Corp.), Warrant Agreement (Senior Connect Acquisition Corp. I), Warrant Agreement (Senior Connect Acquisition Corp. I)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any ~~of its~~ Permitted Transferees (as defined below) of the Sponsor the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) ~~including the Ordinary Shares issuable upon exercise of the Private Placement Warrants,~~ may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business ~~Combination~~Combination (as defined below), (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that ~~in the case of (ii),~~ the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Class A Common Stock held by the Sponsor or any Permitted Transferees of the Sponsor and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Mercury Ecommerce Acquisition Corp), Warrant Agreement (Mercury Ecommerce Acquisition Corp), Warrant Agreement (Mercury Ecommerce Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 ~~hereof);~~ hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Bright Lights Parent Corp.), Warrant Agreement (Bright Lights Acquisition Corp.), Warrant Agreement (Bright Lights Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Sponsor, the Anchor Investor or any of ~~its~~ their 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~~3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Far Peak Acquisition Corp), Warrant Agreement (Far Peak Acquisition Corp), Private Placement Warrants Purchase Agreement (Far Peak Acquisition Corp)

Private Placement 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 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) including the ~~Ordinary Shares~~ Class A ordinary shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ Class A ordinary shares held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Marquee Raine Acquisition Corp.), Warrant Agreement (Marquee Raine Acquisition Corp.), Warrant Agreement (Marquee Raine Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall ~~not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall~~ only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in ~~compliance~~ accordance with Section 4 hereof)) and (iv) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Pegasus Digital Mobility Acquisition Corp.), Warrant Agreement (Pegasus Digital Mobility Acquisition Corp.), Warrant Agreement (Endurance Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business ~~Combination~~Combination (as defined below), (iii) shall not be redeemable by the Company ~~pursuant to~~ (except as set forth in Section ~~6.1 hereof~~ 6, below) and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (SilverBox Engaged Corp II), Warrant Agreement (Silverbox Engaged Merger Corp I), Warrant Agreement (Silverbox Engaged Merger Corp I)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Sponsor, the Underwriter or any of ~~its~~ their 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~~3.3.1(b)hereof, (ii) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 ~~hereof~~ hereof, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor, the Underwriter or any of their Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Home Plate Acquisition Corp), Warrant Agreement (Home Plate Acquisition Corp), Warrant Agreement (Home Plate Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Social Leverage Acquisition Corp I), Warrant Agreement (Social Leverage Acquisition Corp I), Warrant Agreement (Social Leverage Acquisition Corp I)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ shares of Common Stock issued or issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall ~~not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall~~ only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in ~~compliance~~ accordance with Section 4 hereof)) and (iv) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock issued upon exercise of the Private Placement Warrants held by the Sponsor or any of its Permitted Transferees may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Jackson Acquisition Co), Warrant Agreement (Jackson Acquisition Co), Warrant Agreement (Jackson Acquisition Co)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall ~~not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall~~ only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)) and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Science Strategic Acquisition Corp. Alpha), Warrant Agreement (Science Strategic Acquisition Corp. Alpha)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Initial Stockholders or any of ~~its~~ their 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) with respect to Private Placement Warrants held by ASA-Co Investment, will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i), (iii) may not be (including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants~~, may not be~~ ) transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business ~~Combination~~Combination (as defined below), and (~~iii~~iv) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (iiiii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Initital Stockholders or any of their Permitted Transferees issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Atlantic Avenue Acquisition Corp), Warrant Agreement (Atlantic Street Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ PPW Purchasers or ~~any of its~~ a Permitted ~~Transferees~~ Transferee (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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Tekkorp Digital Acquisition Corp.), Warrant Agreement (Tekkorp Digital Acquisition Corp.)

Private Placement 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 any of ~~its~~ their 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Independence Holdings Corp.), Warrant Agreement (Independence Holdings Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company ~~pursuant to Section 6.1 hereof~~ and (iv) ~~shall only be redeemable by~~ are subject to the ~~Company pursuant to Section 6.2 if the Reference Value~~ Private Placement Warrant Exercise Period (as defined below~~) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof~~); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants that, in each case, are held by the original purchasers thereof or any Permitted Transferees may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Ajax I), Warrant Agreement (Ajax I)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or the Representative or any of ~~its~~ their 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall ~~not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall~~ only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in ~~compliance~~ accordance with Section 4 hereof)) and (iv) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or the Representative or any of their Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Endurance Acquisition Corp.), Warrant Agreement (Endurance Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) ~~the~~ such Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (World Quantum Growth Acquisition Corp.), Warrant Agreement (World Quantum Growth Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except ~~that~~ that, so long as they are held by the Sponsor 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Excelsa Acquisition Corp.), Warrant Agreement (Excelsa Acquisition Corp.)

Private Placement 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 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~~3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, subject to certain exceptions, may not be transferred, assigned or sold until ~~thirty (30)~~ 30 days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Ares Acquisition Corp), Warrant Agreement (Ares Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Private Purchasers or any of ~~its~~ their 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business ~~Combination,~~ Combination and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares held by the Private Purchasers or any of their Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Chavant Capital Acquisition Corp.), Warrant Agreement (Chavant Capital Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Sponsors or any of ~~its~~ their 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of the preceding clause (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Gefen Landa Acquisition Corp.), Warrant Agreement (Gefen Landa Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or ~~any of its~~ a Permitted ~~Transferees~~ Transferee (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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Tekkorp Digital Acquisition Corp. II), Warrant Agreement (Tekkorp Digital Acquisition Corp. II)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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~~3.3.1(b)hereof, (ii) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 ~~hereof~~ hereof, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Brimstone Acquisition Holdings Corp.), Warrant Agreement (N2 Acquisition Holdings Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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~~3.3.1(b) hereof, (ii) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Venice Brands Acquisition Corp. I), Warrant Agreement (Venice Brands Acquisition Corp. I)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Investors or any of ~~its~~ their 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) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Banyan Acquisition Corp), Warrant Agreement (Banyan Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (New Providence Acquisition Corp. II), Warrant Agreement (New Providence Acquisition Corp. III)

Private Placement 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~~ Investors or any of ~~its~~ their 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Thrive Acquisition Corp), Warrant Agreement (Thrive Acquisition Corp)

Private Placement Warrants. 2.7.1 The Private Placement Warrants shall be identical to the ~~Public~~ Redeemable Warrants, except that so long as they are held by the ~~Sponsor~~ Sponsor, Maxim, or any of ~~its~~ their 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~~3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business ~~Combination,~~ Combination and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants held by the Sponsor, Maxim, or any of their Permitted Transferees (as defined below) may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Medicus Sciences Acquisition Corp.), Warrant Agreement (Medicus Sciences Acquisition Corp.)

Private Placement 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 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Reverence Acquisition Corp.), Warrant Agreement (Reverence Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) ~~including the Ordinary Shares issuable upon exercise of the Private Placement Warrants,~~ may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business ~~Combination~~Combination (as defined below), (iii) shall not be redeemable by the Company pursuant to Section 6.1 ~~hereof~~ hereof, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Ocelot Acquisition Corp I), Warrant Agreement (Ocelot Acquisition Corp I)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Seven Oaks Acquisition Corp.), Warrant Agreement (Seven Oaks Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the ~~Private Placement Warrants~~Xxxxxxx Xxxxxxxxx Xxxxxxxx, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Build Acquisition Corp.), Warrant Agreement (Build Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Initial Purchasers or any of ~~its~~ their Permitted Transferees (as defined below) ), as applicable, the Private Placement Warrants: (i) ~~may~~ shall not be ~~exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof,~~ redeemable by the Company; (ii) may not (including the ~~Ordinary~~ Class A Shares ~~issuable~~ issued upon exercise of the Private Placement Warrants~~, may not~~ ) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, ; (iii) ~~shall not~~ may be ~~redeemable by the Company~~ exercised for cash or on a cashless basis, pursuant to ~~Section 6.1 hereof and~~ subsection 3.3.1(c) hereof, (iv) ~~shall only be redeemable by~~ use a different Black-Scholes Warrant Model for purposes of calculating the ~~Company pursuant to~~ Black-Scholes Warrant Value as specified in Section ~~6.2 if the Reference Value~~ 4.4 and (~~as defined below~~v) ~~is less than $18.00 per share (~~are not subject to ~~adjustment in compliance with~~ the cashless exercise provisions of Section ~~4 hereof~~7.4(b); provided, however, that in notwithstanding the ~~case~~ provisions of clause (ii), the Private Placement Warrants and any ~~Ordinary~~ Class A Shares held by the Initial Purchasers or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Screaming Eagle Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or the Representative or any of ~~its~~ their 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the ~~completion by the Company of an initial Business Combination~~Merger Effective Time, (iii~~) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv~~) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in ~~compliance~~ accordance with Section 4 hereof)) and (iv) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or the Representative or any of their Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (SatixFy Communications Ltd.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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~~3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that notwithstanding the restriction in ~~the case of~~ clause (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Jaguar Global Growth Corp I)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Vistas Acquisition Co II Inc.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Sponsor, the Anchor Investors or any of ~~its~~ their 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 ~~hereof~~ hereof, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Europa Growth Acquisition Co)

Private Placement 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~~ Sponsor, Apollo, or any of ~~its~~ their 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the ~~completion by the Company of an initial Business Combination~~Effective Date, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blue Ocean Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Sponsors, the Company’s officers and directors or any of ~~its~~ their Permitted Transferees (as defined below) ), as applicable, the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the ~~Ordinary Shares~~ Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 ~~hereof);~~ hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Logistics Innovation Technologies Corp.)

Private Placement Warrants. 2.5.1. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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~~3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the ~~completion by the Company of an initial Business Combination~~Effective Date, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cartica Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by Altimar Sponsor, LLC, a Delaware limited liability company (the ~~Sponsor~~ “Altimar Sponsor”) 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) ~~including the Ordinary Shares issuable upon exercise of the Private Placement Warrants,~~ may not be transferred, assigned or sold until thirty (30) days after the ~~completion~~ date of this Agreement (subject to any additional restrictions under the Investor Rights Agreement, dated as of the date hereof, by and among the Company ~~of an initial Business Combination~~and the other parties thereto (as may be amended, restated or otherwise modified from time to time in accordance with the terms thereof, the “Investor Rights Agreement”)), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary~~ Class A Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Blue Owl Capital Inc.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by ArcLight CTC Holdings, L.P., a Delaware limited partnership (the ~~Sponsor~~ “Sponsor”), 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) including the ~~Ordinary~~ Common Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until ~~thirty (30) days after the completion by the Company of an initial Business Combination~~July 14, 2021, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary~~ Common Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Proterra Inc)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Sponsor, Metric or any of ~~its~~ their 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) with respect to Private Placement Warrants held by Metric, will not be exercisable more than five (5) years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A), (iii) may not be (including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants~~, may not be~~ ) transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business ~~Combination~~Combination (as defined below), (~~iii~~iv) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (ivv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (iiiii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor, Metric or any of their Permitted Transferees issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (First Light Acquisition Group, Inc.)

Private Placement 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~~ Sponsor, Apollo, or any of ~~its~~ their 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Blue Ocean Acquisition Corp)

Private Placement 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 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) , including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Cartica Acquisition Corp)

Private Placement Warrants. 2.7.1 The Private Placement Warrants shall be identical to the Public ~~Warrants~~Warrants underlying the Units, except that so long as they are held by the ~~Sponsor~~ Sponsors, the Anchor Investor or any of ~~its~~ their respective Permitted Transferees (as defined below) (i) the Private Placement ~~Warrants: (i)~~ Warrants may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) the Private Placement Warrants, including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until ~~thirty (30)~~ 30 days after the completion by the Company of an initial Business ~~Combination,~~ Combination (rather than as set forth in Section 3.2(A) hereof) and (iii) other than pursuant to Section 6.6 hereof, the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)Company; provided, however, ~~that~~ that, in the case of clause (ii), the Private Placement Warrants and any Class A Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Israel Amplify Program Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ original purchasers or any of its or their 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) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Tech & Energy Transition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Founders or any of ~~its~~ their Permitted Transferees (as defined below) ), as applicable, the Private Placement Warrants: (i) shall not be redeemable by the Company; (ii) with respect to Private Placement Warrants held by Xxxxx Investments, will not be exercisable more than five (5) years from the effective date of the registration statement on Form S-1, File No. 333-248815 in accordance with FINRA Rule 5110(f)(2)(G)(i) (the “Original Registration”); (iii) may not (including the Ordinary Shares issued upon exercise of the Private Placement Warrants) be transferred, assigned or sold until the date that is thirty (30) days after the Effective Date; and (iv) may be exercised for cash or on a “cashless basis,” , pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); hereof; provided, however, that in the case of (~~ii)~~iii)2, the Private Placement Warrants and any Ordinary Shares held by the Founders or any of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Agreement (Taboola.com Ltd.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ original purchasers or any of its or their 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~~3.3.1(d) hereof, (ii) including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Tech & Energy Transition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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~~ s ubsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Sponsor, Cantor, Odeon or any of ~~its~~ their 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) including the ~~Ordinary Shares~~ Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Integrated Energy Transition Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Sponsors, the Company’s officers and directors or any of ~~its~~ their Permitted Transferees (as defined below) ), as applicable, the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection ~~3.3.1(c~~3.3.1(b) hereof, (ii) including the ~~Ordinary Shares~~ Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 ~~hereof);~~ hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Logistics Innovation Technologies Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) ~~including the Ordinary Shares issuable upon exercise of the Private Placement Warrants,~~ may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business ~~Combination~~Combination (as defined below), (iii) shall not be redeemable by the Company pursuant to Section ~~6.1~~ 6.1.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section ~~6.2~~ 6.1.2 if the ~~Reference Value (as defined below)~~ last sales price of the Common Stock reported is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (AxonPrime Infrastructure Acquisition Corp)

Private Placement Warrants. ~~The~~ 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 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Iconic Sports Acquisition Corp.)

Private Placement 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~~ Sponsor, the Qualified PIPE Investors or any of ~~its~~ their 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the ~~completion by the Company of an initial Business Combination~~Effective Date, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Assignment, Assumption And (TH International LTD)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the ~~Ordinary Shares~~ Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, ; (iii) shall not be redeemable by the Company pursuant to Section 6.1 ~~hereof~~ hereof; and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); ~~provided, however,~~ provided however that in the case of clause (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Icg Hypersonic Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) ~~including the Ordinary Shares issuable upon exercise of the Private Placement Warrants,~~ may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business ~~Combination~~Combination (as defined below), (iii) shall not be redeemable by the Company pursuant to Section ~~6.1~~ 6.1.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section ~~6.2~~ 6.1.2 if the ~~Reference Value (as defined below)~~ last sales price of the Common Stock reported is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be ~~transferred~~ transferred, assigned or sold by the holders ~~thereof~~thereof (excluding any holder that is a Permitted Transferee described in Section 2.6(i), except as permitted under the terms of the provisos set forth following Section 2.6(i) below) as follows:

Appears in 1 contract

Samples: Warrant Agreement (AxonPrime Infrastructure Acquisition Corp)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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~~Section 3(c)(i)(iii) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section ~~6.1~~ 6(a) hereof and (iv) shall ~~only~~ not be redeemable by the ~~Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof)~~Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Velocity Merger Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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~~3.3.1(b) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (HealthCor Catalio Acquisition Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Private Holders or any of ~~its~~ their respective 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 (including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants~~, may not be~~ ) transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business ~~Combination,~~ Combination (as defined below); (iii) shall not be redeemable by the Company pursuant to Section 6.1 ~~hereof~~ hereof, and (iv) ~~shall only be redeemable~~ with respect to private placement warrants held by the ~~Company pursuant to Section 6.2 if~~ Representative, will not be exercisable more than five years from the ~~Reference Value (as defined below) is less than $18.00 per share (subject to adjustment~~ effective date of the Registration Statements in ~~compliance~~ accordance with ~~Section 4 hereof~~FINRA Rule 5110(g)(8); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Private Holders or any of their respective Permitted Transferees issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (TLG Acquisition One Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the ~~Sponsor~~ Private Holders or any of ~~its~~ their respective 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 (including the ~~Ordinary Shares~~ shares of Common Stock issuable upon exercise of the Private Placement Warrants~~, may not be~~ ) transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business ~~Combination,~~ Combination (as defined below); (iii) shall not be redeemable by the Company pursuant to Section 6.1 ~~hereof~~ hereof, and (iv) ~~shall only be redeemable~~ with respect to private placement warrants held by the ~~Company pursuant to Section 6.2 if~~ Representative, will not be exercisable more than five years from the ~~Reference Value (as defined below) is less than $18.00 per share (subject to adjustment~~ effective date of the Registration Statement in ~~compliance~~ accordance with ~~Section 4 hereof~~FINRA Rule 5110(g)(8); provided, however, that in the case of (ii), the Private Placement Warrants and any ~~Ordinary Shares~~ shares of Common Stock held by the Private Holders or any of their respective Permitted Transferees issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (TLG Acquisition One Corp.)

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor 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) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); ): provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Cain Acquisition Corp)

Common use of Private Placement Warrants Clause in Contracts