Common use of Purchase and Sale of the Private Placement Warrants Clause in Contracts

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $6,375,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentences, the Company shall effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Future Health ESG Corp.), Private Placement Warrants Purchase Agreement (Future Health ESG Corp.)

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Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 Company 9,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 9,500,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $7,500,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 1,125,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 1,125,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one at (1) business day prior to the applicable such Over-allotment Closing Date. On each the Over-allotment Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (AP Acquisition Corp), Private Placement Warrants Purchase Agreement (AP Acquisition Corp)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 6,066,667 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 9,100,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $3,100,000 to the Company at a financial institution to be chosen by the Company, and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,” ”, and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 900,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Agile Growth Corp.), Private Placement Warrants Purchase Agreement (Agile Growth Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Sponsor and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, 6,375,000 11,333,333 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 17,000,000 (the “Purchase Price”). The Purchaser Sponsor shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $7,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $10,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Sponsor on such date duly registered in the Sponsor’s name to the Sponsor or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Sponsor and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, up to 600,000 an aggregate of 1,000,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is then so exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser Sponsor shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable such Over-allotment Closing Date. On each the Over-allotment Closing Date, subject to receipt following the payment by the Sponsor of the Over-allotment Purchase Price by wire transfer of immediately available funds pursuant to the immediately prior sentenceCompany, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Sponsor on such date duly registered in the Sponsor’s name to the Sponsor, or effect such delivery in book-entry form.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Revolution Healthcare Acquisition Corp.), Private Placement Warrants Purchase Agreement (Revolution Healthcare Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 5,733,333 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 8,600,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Companyfunds, including consisting of (i) $6,000,000 to the trust account (the “Trust Account”)account, at a financial institution to be chosen by the Company, maintained by Continental American Stock Transfer & Trust Company, LLC, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to instructions (the Trust Account on the IPO Closing Date by the underwriters in the IPO Account”), and (ii) $2,600,000 to, or on behalf of of, the Purchaser to satisfy delivery of Company in accordance with the full Purchase PriceCompany’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the any over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 900,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such Closing Date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Everest Consolidator Acquisition Corp), Private Placement Warrants Purchase Agreement (Everest Consolidator Acquisition Corp)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (or on such earlier time and date as may be mutually agreed by the Purchaser Purchase and the Company Company) (the “IPO Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 6,800,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 6,800,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 to the Company at a financial institution to be chosen by the Company, and (ii) $2,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Initial Closing Date; provided, an amount equal to however, that the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including shall be reimbursed to the trust account (Purchaser if the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account Initial Closing Date does not occur on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Priceday following such wire payment. On the IPO Initial Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the each closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Option Closing Date,” ”, and each Over-allotment Option Closing Date (if any) and the IPO Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 600,000 900,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 900,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment such Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Generation Asia I Acquisition LTD), Private Placement Warrants Purchase Agreement (Generation Asia I Acquisition LTD)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 6,750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 6,750,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,750,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $4,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is then so exercised) , at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Each of the Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable such Over-allotment Closing Date. On each the Over-allotment Closing Date, subject to receipt following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds pursuant to the immediately prior sentenceCompany, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Excolere Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase purchase, in the amounts set on in the recitals above, from the Company, 6,375,000 14,040,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 14,040,000 (the “Purchase Price”). The Purchaser Sponsor shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to pay its respective portion of the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by in the Company, including following amounts: (i) $1,800,000 to the trust account (the “Trust Account”), Company at a financial institution to be chosen by the Company, and (ii) $9,440,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trusteetrustee (the “Trust Account”), and the Salient Client Accounts shall pay their respective portion of the Purchase Price by wire transfer of immediately available funds to the Trust Account, in each case in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on , substantially concurrently with the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase PriceDate. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchasers or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (an the Over-allotment Option Closing Date,” ”, and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, on a pro rata basis, up to 600,000 1,440,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 1,440,000 (the “Over-allotment Option Purchase Price”). The Purchaser Purchasers shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchasers or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (ESGEN Acquisition Corp)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 5,700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 5,700,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds in the following amounts: (i) $3,000,000 to the Company at a financial institution to be chosen by the Company; and (ii) $2,700,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencespreceding sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,and and, each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 405,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 405,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction wiring instructions by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Altimar Acquisition Corp. III)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 12,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 12,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $10,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 an aggregate of 1,500,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is then so exercised) , at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Each of the Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable such Over-allotment Closing Date. On each the Over-allotment Closing Date, subject to receipt following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds pursuant to the immediately prior sentenceCompany, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Montes Archimedes Acquisition Corp)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 3,933,333 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 5,900,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Companyfunds, including consisting of (i) $4,150,000 to the trust account (the “Trust Account”)account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to instructions (the Trust Account on the IPO Closing Date by the underwriters in the IPO Account”), and (ii) $1,750,000 to, or on behalf of of, the Purchaser to satisfy delivery of Company in accordance with the full Purchase PriceCompany’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the any over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 300,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 450,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such Closing Date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Stillwater Growth Corp. I)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 10,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 10,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $8,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 an aggregate of 1,200,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is then so exercised) , at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Each of the Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable such Over-allotment Closing Date. On each the Over-allotment Closing Date, subject to receipt following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds pursuant to the immediately prior sentenceCompany, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Montes Archimedes Acquisition Corp)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 12,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $6,375,000 12,200,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds in the following amounts: (i) $[ ] to the Company at a financial institution to be chosen by the Company; and (ii) $[ ] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencespreceding sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,and and, each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 1,350,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 1,350,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction wiring instructions by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (iii) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,300,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised), at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $2,300,000 (the “Extension Purchase Price”). The Purchaser has the right to extend the period of time the Company will have to complete an initial business combination up to two times and can accelerate the second three-month extension, as further described in the Registration Statement. The Purchaser is obligated to purchase Private Placement Warrants at the Extension Purchase Price in connection with each extension. The Purchaser shall pay the Extension Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the Trust Account within two (2) business days of the date the Purchaser provides notice that it intends to extend the period of time the Company will have to complete an initial business combination. Subject to the receipt of funds pursuant to the immediately preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Andretti Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 6,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $4,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is then so exercised) , at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Each of the Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable such Over-allotment Closing Date. On each the Over-allotment Closing Date, subject to receipt following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds pursuant to the immediately prior sentenceCompany, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (McLaren Technology Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 7,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 7,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Allotment Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Allotment Closing Date. On each the Over-allotment Allotment Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Spring Valley Acquisition Corp. II)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”)Company, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 5,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 5,600,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $3,600,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,” ”, and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 540,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 540,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Deep Lake Capital Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 12,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 12,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $10,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Allotment Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 1,350,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 1,350,000 (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Allotment Closing Date. On each the Over-allotment Allotment Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Spring Valley Acquisition Corp. II)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 11,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $ , to the Company at a financial institution to be chosen by the Company, and (ii) $ to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,” and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 800,000 Private Placement Warrants Warrants, (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) ), at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 1,200,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Accelerate Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 7,000,000 (or up to 5,1666,667 warrants if the Underwriters’ option to purchase additional units in connection with the Company’s initial public offering is exercised in full for an aggregate purchase price of $7,750,000) (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) shall be paid by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, Company in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered instructions at least one business day prior to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf date of effectiveness of the Purchaser to satisfy delivery of registration statement on Form S-1 (File No. 333-254527) filed in connection with the full Purchase PricePublic Offering. On the IPO Initial Closing Date, subject to receipt of funds pursuant the Company, shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the immediately prior sentencesPurchaser, the Company shall or effect such delivery in book-entry form. (ii) . On the date of the consummation of the closing of the over-allotment option, if any, option in connection with the Public Offering Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,”; together with the Initial Closing Date, the “Closing Dates” and each Over-allotment Closing Date (if any) and the IPO Closing Dateeach, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 an aggregate of 500,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is then exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction be paid by wire transfer of immediately available funds to the Company or in accordance with the Trust Account (as set forth in the wire Company’s wiring instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each the Over-allotment Closing Date, subject to receipt upon the payment by the Purchaser of the Over-allotment Purchase Price payable by it by wire transfer of immediately available funds pursuant to the immediately prior sentenceCompany, the Company shall either, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Anthropos Capital Corp)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 8,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 8,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Allotment Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 900,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 900,000 (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Allotment Closing Date. On each the Over-allotment Allotment Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Spring Valley Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date that is one (1) business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 [ ] Private Placement Warrants at a price of $1.00 [ ] per Private Placement Warrant for an aggregate purchase price of $6,375,000 [ ] (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to pay the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by in the Company, including following amounts: (i) $[ ] to the trust account (the “Trust Account”), Company at a financial institution to be chosen by the Company, Company and (ii) $[ ] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trusteetrustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (iii) On the date that is one (1) business day prior to the date of the consummation of the closing of the overOver-allotment optionOption, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Option Closing Date,” and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 [ ] Private Placement Warrants (or, to the extent the overOver-allotment option Option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the overOver-allotment option Option that is then exercised) at a price of $1.00 [ ] per Private Placement Warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) [ ] (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Peridot Acquisition Corp. III)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 Company 4,666,667 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 7,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of transfer up to $600,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (from the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction financial institution chosen by wire transfer of immediately available funds it to the Company or the Trust Account (as set forth in the wire instructions), at least one at (1) business day prior to the applicable such Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Catcha Investment Corp 2.0)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”)Company, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 11,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $9,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,” ”, and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 900,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 1,350,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction wiring instructions by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Avista Public Acquisition Corp. II)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 6,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $4,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,” ”, and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Spring Valley Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 8,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $6,375,000 8,200,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds in the following amounts: (i) $[ ] to the Company at a financial institution to be chosen by the Company; and (ii) $[ ] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencespreceding sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,and and, each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 750,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 750,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction wiring instructions by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Andretti Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 8,250,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 8,250,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price to the Company by wire transfer of immediately available funds in the following amounts: (i) $1,050,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,200,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” ”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 450,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 450,000 (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with to the Company’s wire instruction Trust Account by wire transfer of immediately available funds to in accordance with the Company or the Trust Account (as set forth in the wire Company’s wiring instructions), at least one (1) business day prior to the applicable such Over-allotment Closing Date. On each the Over-allotment Closing Date, subject to receipt upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry formCompany.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Tastemaker Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 an aggregate of 8,266,667 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 12,400,000 (the “Purchase Price”)) in the amount set forth opposite the Purchaser’s name in Schedule I hereto. The Purchaser shall paypay the Purchase Price set forth opposite the Purchaser’s name in Schedule I by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,” ”, and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 600,000 870,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 1,305,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Independence Holdings Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 [7,333,333] Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 [11,000,000] (the “Purchase Price”). The Purchaser , which shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) be paid by wire transfer of immediately available funds in the following amounts: (i) $[3,000,000] to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, and (ii) $[8,000,000] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trusteetrustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered instructions at least one (1) business day prior to the Trust Account Initial Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Priceday following such wire payment. On the IPO Initial Closing Date, subject to receipt following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds pursuant to the immediately prior sentencesCompany, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the each closing (if any) of the over-allotment option, if any, option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and ”, and, each Over-allotment Closing Date (if any) and together with the IPO Initial Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 600,000 800,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is then so exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 1,200,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction be paid by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable such Over-allotment Closing DateDate in accordance with the Company’s wiring instructions; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing Date does not occur on the day following such wire payment. On each the Over-allotment Closing Date, subject to receipt following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds pursuant to the immediately prior sentenceCompany, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (CBRE Acquisition Holdings, Inc.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 13,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 13,600,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds in the following amounts: (i) $7,600,000 to the Company at a financial institution to be chosen by the Company; and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencespreceding sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,and and, each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 1,800,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 1,800,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction wiring instructions by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Trine II Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or at and on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 4,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 4,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following order: (1) to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), until the trust account contains $152,250,000 (after taking into account the proceeds from (a) the Public Offering, (b) the sale of warrants to certain other initial investors of the Company in private placement transactions that will close simultaneously with the closing of the Initial Public Offering and (c) the loans to be made to the Company simultaneously with the closing of the Initial Public Offering (and, if the over-allotment option in connection with the Public Offering is exercised, upon the closing of the issuance of the Company’s units pursuant to any such exercise) by the Purchaser and certain other initial investors of the Company, that will be deposited into the Trust Account upon the closing of the Initial Public Offering) and (2) any remaining funds to the Company, at a financial institution to be chosen by the Company, in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencespreceding sentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Arena Fortify Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 5,666,667 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 8,500,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,500,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is then so exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable such Over-allotment Closing Date. On each the Over-allotment Closing Date, subject to receipt upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds pursuant to the immediately prior sentenceCompany, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Centricus Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 11,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $3,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $ 8,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,” and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 800,000 Private Placement Warrants Warrants, (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) ), at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 1,200,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Accelerate Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 10,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 10,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Allotment Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 1,050,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 1,050,000 (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Allotment Closing Date. On each the Over-allotment Allotment Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Spring Valley Acquisition Corp. II)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 an aggregate of 13,400,000 Private Placement Warrants at a price of $1.00 0.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 6,700,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to which such amount plus the IPO Closing Date, an amount equal to the Over-allotment Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”as defined below) shall be paid by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, or into an escrow account maintained by Winston & Sxxxxx LLP, counsel for the Company, on the date of effectiveness of the registration statement relating to the Public Offering in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Initial Closing Date, subject to receipt upon the payment by the Purchaser of funds pursuant the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the immediately prior sentencesPurchaser, the Company shall or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” ”, and each Over-allotment Closing Date (if any) and the IPO Initial Closing Date, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 an aggregate of 1,350,000 additional Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 0.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 675,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay On the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the immediately prior sentencePurchaser, the Company shall or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Graf Industrial Corp.)

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Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 4,333,333 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 6,499,999.50 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Companyfunds, including consisting of (i) $5,000,000 to the trust account (the “Trust Account”)account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to instructions (the Trust Account on the IPO Closing Date by the underwriters in the IPO Account”), and (ii) $1,499,999.50 to, or on behalf of of, the Purchaser to satisfy delivery of Company in accordance with the full Purchase PriceCompany’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the any over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 400,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such Closing Date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (DP Cap Acquisition Corp I)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from purchase, the Company, 6,375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $6,375,000 [------] (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to pay the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds in the following amounts: (a) $[----------] to accounts designated by or on behalf of the Company, including to the trust account (the “Trust Account”), Company at a financial institution to be chosen by the Company, ; and (b) $[-------] to the trust account maintained by Continental Stock Transfer & Trust Company[------------], acting as trusteetrustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered , at least one business day prior to the Trust Account on the IPO Closing Date by the Date; provided, however, that if underwriters in the IPO on behalf of the Purchaser Public Offering exercise their option to satisfy delivery purchase additional units, in whole or in part, the amount in clause (b) shall instead be equal to [--]% of the full Purchase Pricegross proceeds of the Public Offering, including such option, and the amount in clause (a) shall instead be equal to the difference between (x) $[---------] and (y) [--]% of the gross proceeds of the Public Offering. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,” ”, and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 [------] Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) [-----] (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Sachem Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 4,816,667 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 7,225,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Companyfunds, including consisting of (i) $4,475,000 to the trust account (the “Trust Account”)account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to instructions (the Trust Account on the IPO Closing Date by the underwriters in the IPO Account”), and (ii) $2,750,000 to, or on behalf of of, the Purchaser to satisfy delivery of Company in accordance with the full Purchase PriceCompany’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the any over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 450,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 675,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such Closing Date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Stillwater Growth Corp. I)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”)Company, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 11.000.000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $9,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,” ”, and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 900,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 1,350,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction wiring instructions by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Avista Public Acquisition Corp. II)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 Company 5,000,000 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 7,500,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $5,500,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of transfer up to $600,000 825,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (from the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction financial institution chosen by wire transfer of immediately available funds it to the Company or the Trust Account (as set forth in the wire instructions), at least one at (1) business day prior to the applicable such Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Catcha Investment Corp)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, 6,375,000 7,333,333 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 11,000,000 (the “Purchase Price”). The Purchaser Purchasers shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to pay the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”)account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered instructions (the “Trust Account”), at least one (1) business day prior to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase PriceDate. On the IPO Closing Date, subject to receipt upon the payment by the Purchasers of the Purchase Price, by wire transfer of immediately available funds pursuant to the immediately prior sentencesCompany, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by each of the Purchasers on such date duly registered in each of the Purchaser’s names to each of the Purchasers or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, up to 600,000 an aggregate of 900,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is then so exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 1,350,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser Each of the Purchasers shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable such Over-allotment Closing Date. On each the Over-allotment Closing Date, subject to receipt following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds pursuant to the immediately prior sentenceCompany, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Trebia Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 Company 3,250,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 $3,250,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $[______] to the Company, at a financial institution to be chosen by the Company, and (ii) $[_______] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of transfer up to $600,000 262,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (from the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction financial institution chosen by wire transfer of immediately available funds it to the Company or the Trust Account (as set forth in the wire instructions), at least one at (1) business day prior to the applicable such Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Parsec Capital Acquisitions Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 12,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $6,375,000 12,200,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds in the following amounts: (i) $3,200,000 to the Company at a financial institution to be chosen by the Company; and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencespreceding sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,and and, each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 1,350,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 1,350,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction wiring instructions by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior preceding sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (iii) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,300,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised), at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $2,300,000 (the “Extension Purchase Price”). The Purchaser has the right to extend the period of time the Company will have to complete an initial business combination up to two times and can accelerate the second three-month extension, as further described in the Registration Statement. The Purchaser is obligated to purchase Private Placement Warrants at the Extension Purchase Price in connection with each extension. The Purchaser shall pay the Extension Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the Trust Account within two (2) business days of the date the Purchaser provides notice that it intends to extend the period of time the Company will have to complete an initial business combination. Subject to the receipt of funds pursuant to the immediately preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Andretti Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 9,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 9,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Allotment Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 900,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 900,000 (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Allotment Closing Date. On each the Over-allotment Allotment Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Spring Valley Acquisition Corp. II)

Purchase and Sale of the Private Placement Warrants. (i) On the date that is one (1) business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 [ ] Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $6,375,000 [ ] (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to pay the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by in the Company, including following amounts: (i) $[ ] to the trust account (the “Trust Account”), Company at a financial institution to be chosen by the Company, Company and (ii) $[ ] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trusteetrustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (iii) On the date that is one (1) business day prior to the date of the consummation of the closing of the overOver-allotment optionOption, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Option Closing Date,” and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 [ ] Private Placement Warrants (or, to the extent the overOver-allotment option Option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the overOver-allotment option Option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) [ ] (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Peridot Acquisition Corp. III)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 Company 8,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 8,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 900,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 900,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one at (1) business day prior to the applicable such Over-allotment Closing Date. On each the Over-allotment Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Ledger Acquisition Co)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 Company 2,715,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 2,715,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $[______] to the Company, at a financial institution to be chosen by the Company, and (ii) $[_______] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of transfer up to $600,000 150,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (from the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction financial institution chosen by wire transfer of immediately available funds it to the Company or the Trust Account (as set forth in the wire instructions), at least one at (1) business day prior to the applicable such Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Fat Projects Acquisition Corp)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 an aggregate of 7,800,000 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 11,700,000 (the “Purchase Price”)) in the amount set forth opposite the Purchaser’s name in Schedule I hereto. The Purchaser shall paypay the Purchase Price set forth opposite the Purchaser’s name in Schedule I by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,” ”, and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 600,000 800,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) (such Private Placement Warrants, “Option Warrants”) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 1,200,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Independence Holdings Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 8,00,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 8,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) to the Company, at a financial institution to be chosen by the Company, and (ii) $ to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,” ”, and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 900,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 900,000 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Power & Digital Infrastructure Acquisition II Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 12,750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 12,750,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,500,000 to the Company at a financial institution to be chosen by the Company, and (ii) $10,250,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance ; provided however that if underwriters of the Public Offering exercise their option to purchase additional units, in whole or in part, the amount in clause (ii) shall instead be equal to (x) 4.5% of the “Operating Expense Advance”) by wire transfer gross proceeds of immediately available funds to accounts designated by the CompanyPublic Offering, including such option minus (y) $1,000,000, and the amount in clause (i) shall instead be equal to the trust account difference between (x) $14,437,500 and (y) the “Trust Account”amount in clause (ii), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,” ”, and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 1,687,500 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 1,687,500 (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Iconic Sports Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 8,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $1,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Allotment Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 500,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) 750,000 (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Allotment Closing Date. On each the Over-allotment Allotment Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Victory Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 5,333,333 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 8,000,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Companyfunds, including consisting of (i) $6,000,000 to the trust account (the “Trust Account”)account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to instructions (the Trust Account on the IPO Closing Date by the underwriters in the IPO Account”), and (ii) $2,000,000 to, or on behalf of of, the Purchaser to satisfy delivery of Company in accordance with the full Purchase PriceCompany’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the any over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 900,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such Closing Date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Supernova Partners Acquisition Company, Inc.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 8,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 8,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Allotment Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 900,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) $ (the “Over-allotment Allotment Purchase Price”). The Purchaser shall pay the Over-allotment Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Allotment Closing Date. On each the Over-allotment Allotment Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (iii) Upon not less than five days' notice to the Company, at the option of the Purchaser, on the date that is 18 months from the IPO Closing Date (the “Option Closing Date” and each Over-allotment Closing Date and Option Closing Date, together with the IPO Closing Date, the “Closing Dates”) the Company shall issue and sell to the Purchaser, its affiliates or permitted designees (the “Option Purchaser”) and the Option Purchaser shall purchase from the Company, an additional 2,000,000, or up to 2,300,000 if the over-allotment option in connection with the Public Offering is exercised in full (such number of warrants, pro rata to the extent to which the over-allotment option in connection with the Public Offering is exercised), Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $2,000,000, or up to $2,300,000 if the over-allotment option in connection with the Public Offering is exercised in full (such purchase price, pro rata to the extent to which the over-allotment option in connection with the Public Offering is exercised, and in any event $0.10 per Class A Ordinary Share sold in the Public Offering) (the “Option Purchase Price”).The Option Purchaser shall pay the Option Purchase Price in accordance with the Company's wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Option Purchaser on such date duly registered in the Option Purchaser's name or names to the Option Purchaser, or effect such delivery in book-entry form. (iv) In the event that the Company receives a request from the Sponsor, its affiliates or permitted designees five days prior to the Initial Deadline to effect an extension thereof, the Company shall issue a press release announcing such extension at least three days prior to the Initial Deadline. In addition, the Company shall issue a press release the day after the Initial Deadline announcing whether or not the proceeds from the sale of the Private Placement Warrants as contemplated under Section 1(B)(iii) hereof had been timely deposited into the Trust Account.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Spring Valley Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by each of the Purchaser Purchasers and the Company (the “IPO Initial Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the each Purchaser shall agrees, severally and not jointly, to purchase from the Company, 6,375,000 2,800,000 Private Placement Warrants (in the case of GPIAC II, LLC) and 1,866,667 Private Placement Warrants (in the case of IDS III LLC), each at a price of $1.00 1.50 per Private Placement Warrant warrant for an the aggregate purchase price $4,200,000 (in the case of GPIAC II, LLC) and $6,375,000 2,800,000 (in the case of IDS III LLC), in each case not including additional Private Placement Warrants that may be purchased pursuant to Section 1(B)(ii)) (in relation to the relevant Purchaser, the “Purchase Price”). The , which shall be paid by the relevant Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including Company at least one day prior to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, Initial Closing Date in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Initial Closing Date, subject to receipt following the payment by the relevant Purchaser of the relevant Purchase Price by wire transfer of immediately available funds pursuant to the immediately prior sentencesCompany, the Company Company, at its option, shall deliver a certificate to the relevant Purchaser evidencing the Private Placement Warrants purchased and received by the relevant Purchaser on such date duly registered in the relevant Purchaser’s name to the relevant Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser each Co-Sponsor and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if anyany and where applicable) and the IPO Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the PurchaserCo-Sponsors, and the Purchaser shall each Co-Sponsor agrees, severally and not jointly, to purchase from the Company, up to 600,000 300,000 Private Placement Warrants (orin the case of GPIAC II, LLC) and up to the extent the over-allotment option is not exercised in full, a lesser number of 200,000 Private Placement Warrants (in the case of IDS III LLC), in each case in the same proportion to as the portion amount of the over-allotment option that is then so exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 450,000 (in the case of GPIAC II, LLC) and $300,000 (in the case of IDS III LLC) (in each case if the over-allotment option in connection with the Public Offering is exercised in full) (in relation to the relevant Purchaser, the “Over-allotment Purchase Price”). The Purchaser , which shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction be paid by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable such Over-allotment Closing DateDate in accordance with the Company’s wiring instructions. On each the Over-allotment Closing Date, subject to receipt following the payment by the relevant Co-Sponsor of the relevant Over-allotment Purchase Price by wire transfer of immediately available funds pursuant to the immediately prior sentenceCompany, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the relevant Co-Sponsor on such date duly registered in the relevant Co-Sponsor’s name to the relevant Co-Sponsor, or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (GP-Act III Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”)Company, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 4,000,000 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 6,000,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $4,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment optionoption to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an the Over-allotment Option Closing Date,” ”, and each Over-allotment Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 400,000 Private Placement Warrants (or, to the extent the over-allotment option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) (the “Over-allotment Option Purchase Price”). The Purchaser shall pay the Over-allotment Option Purchase Price in accordance with the Company’s wire instruction wiring instructions by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions)Account, at least one (1) business day prior to the applicable Over-allotment Option Closing Date. On each Over-allotment the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Avista Public Acquisition Corp. II)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Purchasers and the Company (the “IPO Closing Date”), the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, 6,375,000 11,333,333 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 17,000,000 (the “Purchase Price”)) in accordance with the amounts set forth on Exhibit A attached hereto. The Purchaser Sponsor shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $7,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $10,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”)and, at a financial institution to be chosen by such time, each Director shall reimburse the Company, maintained by Continental Stock Transfer & Trust Company, acting Sponsor their respective amounts as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account set forth on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase PriceExhibit A attached hereto. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in the Purchasers’ name to the Purchasers or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser Sponsor and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the PurchaserSponsor, and the Purchaser Sponsor shall purchase from the Company, up to 600,000 an aggregate of 1,000,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is then so exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 1,500,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser Sponsor shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable such Over-allotment Closing Date. On each the Over-allotment Closing Date, subject to receipt following the payment by the Sponsor of the Over-allotment Purchase Price by wire transfer of immediately available funds pursuant to the immediately prior sentenceCompany, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Sponsor on such date duly registered in the Purchasers’ name to the Purchasers, or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Health Assurance Acquisition Corp.)

Purchase and Sale of the Private Placement Warrants. (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 5,000,000 Private Placement Warrants at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of $6,375,000 7,500,000 (the “Purchase Price”). The Purchaser shall paypay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,500,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentencessentence, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. (ii) On the date of the consummation of the any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 an aggregate of 500,000 Private Placement Warrants (orWarrants, to in the extent same proportion as the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion amount of the over-allotment option that is then so exercised) , at a price of $1.00 1.50 per Private Placement Warrant warrant for an aggregate purchase price of up to $600,000 750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable such Over-allotment Closing Date. On each the Over-allotment Closing Date, subject to receipt upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds pursuant to the immediately prior sentenceCompany, the Company Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Centricus Acquisition Corp.)

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