Common use of Private Placement Warrants Clause in Contracts

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until after the consummation by the Company of a Business Combination, except for transfers (i) if the registered holder is an entity, as a distribution to partners, members or shareholders of the registered holder upon the liquidation and dissolution of the registered holder, (ii) by bona fide gift to a member of the registered holder’s immediate family or to a trust, the beneficiary of which is the registered holder or a member of the registered holder’s immediate family for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death of the registered holder, (iv) pursuant to a qualified domestic relations order, (v) by private sales at prices no greater than the price at which the Private Placement Warrants were originally purchased, in each case on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the terms of the Subscription Agreement and of the Escrow Agreement among the Company, the holders of Private Placement Warrants and the Warrant Agent.

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until 30 days after the consummation by the Company of a an initial Business Combination, except for transfers (i) to the Company’s sponsors, officers, directors, employees, consultants or their affiliates, (ii) to a holder’s officers, directors, employees or members upon the holder’s liquidation, in each case if the registered holder is an entity, as a distribution to partners, members or shareholders of the registered holder upon the liquidation and dissolution of the registered holder, (iiiii) by bona fide gift to a member of the registered holder’s immediate family or to a trust, the beneficiary of which is the registered holder or a member of the registered holder’s immediate family for estate planning purposes, (iiiiv) by virtue of the laws of descent and distribution upon death of the registered holderdeath, (ivv) pursuant to a qualified domestic relations order, (vvi) to the Company for no value for cancellation in connection with the consummation of the Business Combination or (vii) by private sales made at or prior to the consummation of the Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased, in each case (except for clause (vi) or with the prior written consent of the Company) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee (the “ permitted transferees”) agrees to be bound by the terms of the Subscription Agreement and of the Escrow Agreement among the Company, the holders of Private Placement Warrants and the Warrant AgentPurchase Agreement.

Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until 30 days after the consummation by the Company of a an initial Business Combination, except for transfers (i) to the Company’s sponsors, officers, directors, employees, consultants or their affiliates, (ii) to a holder’s officers, directors, employees or members upon the holder’s liquidation, in each case if the registered holder is an entity, as a distribution to partners, members or shareholders of the registered holder upon the liquidation and dissolution of the registered holder, (iiiii) by bona fide gift to a member of the registered holder’s immediate family or to a trust, the beneficiary of which is the registered holder or a member of the registered holder’s immediate family for estate planning purposes, (iiiiv) by virtue of the laws of descent and distribution upon death of the registered holderdeath, (ivv) pursuant to a qualified domestic relations order, (vvi) to the Company for no value for cancellation in connection with the consummation of a Business Combination or (vii) by private sales made at or prior to the consummation of a Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased, in each case (except for clause (vi) or with the prior written consent of the Company) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the terms of the Subscription Agreement and of the Escrow Agreement among the Company, the holders of Private Placement Warrants and the Warrant AgentPurchase Agreement.