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Common use of Restrictions on Transfer Clause in Contracts

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 74 contracts

Samples: Private Placement Units Subscription Agreement (Blue Room Acquisition Corp.), Private Placement Units Subscription Agreement (Blue Room Acquisition Corp.), Private Placement Units Subscription Agreement (Hainan Manaslu Acquisition Corp.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter AgreementInsider Letter, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 69 contracts

Samples: Private Placement Unit Subscription Agreement (Abri SPAC 2, Inc.), Private Placement Units Purchase Agreement (Grandview Capital Acquisition Corp.), Private Placement Units Purchase Agreement (Athena Technology Acquisition Corp. II)

Restrictions on Transfer. The Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. The Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter AgreementInsider Letter, as described in the Registration Statement). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 42 contracts

Samples: Private Placement Units Purchase Agreement (FG Merger II Corp.), Private Placement Units Purchase Agreement (FG Merger III Corp.), Private Placement Units Purchase Agreement (FG Merger II Corp.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter AgreementInsider Letter, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 22 contracts

Samples: Private Placement Units Purchase Agreement (Murphy Canyon Acquisition Corp.), Private Placement Units Purchase Agreement (Murphy Canyon Acquisition Corp.), Private Placement Units Purchase Agreement (Murphy Canyon Acquisition Corp.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter AgreementInsider Letter, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one one-year anniversary following consummation of the Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 21 contracts

Samples: Private Placement Units Purchase Agreement (B. Riley Principal 250 Merger Corp.), Private Placement Units Purchase Agreement (B. Riley Principal 250 Merger Corp.), Private Placement Units Purchase Agreement (B. Riley Principal 250 Merger Corp.)

Restrictions on Transfer. Subscriber acknowledges and understands the Private Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (Ai) pursuant to an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 21 contracts

Samples: Unit Purchase Agreement (GigCapital5, Inc.), Unit Purchase Agreement (GigInternational1, Inc.), Unit Purchase Agreement (GigInternational1, Inc.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units Placement Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 7 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year anniversary following consummation of has elapsed from the Business Combinationtime that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 13 contracts

Samples: Private Placement Warrants Purchase Agreement (Launch Two Acquisition Corp.), Private Placement Warrants Purchase Agreement (HCM II Acquisition Corp.), Private Placement Warrants Purchase Agreement (Launch Two Acquisition Corp.)

Restrictions on Transfer. Subscriber It acknowledges and understands that the Units Representative’s Securities are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Representative’s Securities have not been registered under the Securities Act and, if in the future Subscriber it decides to offer, resell, pledge or otherwise transfer the Representative’s Securities, such Representative’s Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber it acknowledges and understands that the Representative’s Securities are subject to transfer restrictions as described in Section 8 1.3.2 hereof. Subscriber It agrees that, that if any transfer of its Representative’s Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer Subscriber transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber it agrees that it will not transfer resell the Representative’s Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber It further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber it for the resale of the Representative’s Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 13 contracts

Samples: Underwriting Agreement (Industrial Human Capital, Inc.), Underwriting Agreement (Industrial Human Capital, Inc.), Underwriting Agreement (TechStackery, Inc.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (Ai) pursuant to an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant to the Letter Agreementterms hereof, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 12 contracts

Samples: Unit Subscription Agreement (Fintech Acquisition Corp Vi), Unit Subscription Agreement (Fintech Acquisition Corp Vi), Unit Subscription Agreement (Fintech Acquisition Corp Vi)

Restrictions on Transfer. Subscriber acknowledges and understands the Private Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to (i) an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 7 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 12 contracts

Samples: Private Placement Unit Subscription Agreement (Lionheart III Corp), Private Placement Unit Subscription Agreement (Lionheart III Corp), Private Placement Unit Subscription Agreement (Mount Rainier Acquisition Corp.)

Restrictions on Transfer. The Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. The Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 12 contracts

Samples: Unit Subscription Agreement (Twelve Seas Investment Co IV TMT), Unit Subscription Agreement (Forum Merger IV Corp), Unit Subscription Agreement (Forum Merger IV Corp)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 11 contracts

Samples: Private Placement Units Purchase Agreement (Grandview Capital Acquisition Corp.), Private Placement Units Purchase Agreement (Marblegate Acquisition Corp.), Private Placement Units Purchase Agreement (Marblegate Acquisition Corp.)

Restrictions on Transfer. Subscriber acknowledges and understands the Private Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to (i) an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described herein and in Section 8 hereofthe Insider Letter. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 10 contracts

Samples: Private Placement Unit Purchase Agreement (890 5th Avenue Partners, Inc.), Private Placement Unit Purchase Agreement (890 5th Avenue Partners, Inc.), Private Placement Unit Purchase Agreement (890 5th Avenue Partners, Inc.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereofthe Letter Agreement. Subscriber agrees that, if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 7 contracts

Samples: Placement Unit Subscription Agreement (Cohen Circle Acquisition Corp. I), Placement Unit Subscription Agreement (Cohen Circle Acquisition Corp. I), Unit Subscription Agreement (Cohen Circle Acquisition Corp. I)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 7 contracts

Samples: Unit Subscription Agreement (Newcourt Acquisition Corp), Unit Subscription Agreement (Phoenix Biotech Acquisition Corp.), Unit Subscription Agreement (Phoenix Biotech Acquisition Corp.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 7 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter AgreementInsider Letter, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 6 contracts

Samples: Private Placement Units Purchase Agreement (Clean Earth Acquisitions Sponsor LLC), Private Placement Units Purchase Agreement (Israel Acquisitions Corp), Private Placement Units Purchase Agreement (Israel Acquisitions Corp)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 5 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreementherein, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 6 contracts

Samples: Unit Subscription Agreement (Draper Oakwood Technology Acquisition Inc.), Unit Purchase Agreement (I-Am CAPITAL ACQUISITION Co), Unit Purchase Agreement (I-Am CAPITAL ACQUISITION Co)

Restrictions on Transfer. The Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 7 hereof. The Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter this Agreement, as described in the Registration Statement). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 5 contracts

Samples: Private Placement Units Purchase Agreement (Israel Acquisitions Corp), Private Placement Units Purchase Agreement (Israel Acquisitions Corp), Private Placement Units Purchase Agreement (Israel Acquisitions Corp)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter AgreementInsider Letter, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Company’s initial Business CombinationCombination (as described in the Company’s Amended and Restated Certificate of Incorporation), despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 5 contracts

Samples: Private Placement Units Purchase Agreement (Sagaliam Sponsor LLC), Private Placement Units Purchase Agreement (Sagaliam Acquisition Corp), Private Placement Units Purchase Agreement (Sunfire Acquisition Corp LTD)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant to the Letter Agreementterms hereof, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 5 contracts

Samples: Placement Unit Subscription Agreement (Cohen Circle Acquisition Corp. I), Placement Unit Subscription Agreement (Cohen Circle Acquisition Corp. I), Unit Subscription Agreement (Cohen Circle Acquisition Corp. I)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant to the Letter Agreementterms hereunder, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 5 contracts

Samples: Unit Subscription Agreement (Newcourt Acquisition Corp), Unit Subscription Agreement (Newcourt Acquisition Corp), Unit Subscription Agreement (Newcourt Acquisition Corp)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant to the Letter Agreementterms hereof, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation completion of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 4 contracts

Samples: Unit Purchase Agreement (Endeavor Acquisition Corp.), Unit Purchase Agreement (BioPlus Acquisition Corp.), Unit Subscription Agreement (Enterprise 4.0 Technology Acquisition Corp)

Restrictions on Transfer. The Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 7 hereof. The Subscriber agrees that, if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant to the Letter Agreementterms hereunder, as described in the Registration Statement). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 4 contracts

Samples: Unit Subscription Agreement (Papaya Growth Opportunity Corp. I), Unit Subscription Agreement (Papaya Growth Opportunity Corp. I), Unit Subscription Agreement (Papaya Growth Opportunity Corp. I)

Restrictions on Transfer. Subscriber acknowledges and understands the Units Placement Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 7 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 4 contracts

Samples: Private Placement Warrants Purchase Agreement (Cartesian Growth Corp II), Private Placement Warrants Purchase Agreement (Cartesian Growth Corp II), Private Placement Warrants Purchase Agreement (Integrated Energy Transition Acquisition Corp.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter AgreementInsider Letter, as described in the Registration Statement). Subscriber further acknowledges that that, because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one one-year anniversary following consummation of the Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 4 contracts

Samples: Private Placement Units Purchase Agreement (Vistas Media Acquisition Co Inc.), Private Placement Units Purchase Agreement (Vistas Media Acquisition Co Inc.), Private Placement Units Purchase Agreement (Vistas Media Acquisition Co Inc.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation completion of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 4 contracts

Samples: Unit Purchase Agreement (Endeavor Acquisition Corp.), Unit Purchase Agreement (BioPlus Acquisition Corp.), Unit Subscription Agreement (Enterprise 4.0 Technology Acquisition Corp)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to lock up and transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statement)hereunder. Subscriber further acknowledges that that, because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one one-year anniversary following consummation of the Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 4 contracts

Samples: Private Placement Units Purchase Agreement (Vistas Media Acquisition Co Inc.), Private Placement Units Purchase Agreement (Vistas Media Acquisition Co Inc.), Private Placement Units Purchase Agreement (Vistas Media Acquisition Co Inc.)

Restrictions on Transfer. Subscriber acknowledges and understands the Private Placement Units, the Additional Warrants and the Option Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to (i) an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 7 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 4 contracts

Samples: Private Placement Securities Subscription Agreement (Lionheart III Corp), Private Placement Securities Subscription Agreement (Lionheart III Corp), Private Placement Securities Subscription Agreement (Lionheart III Corp)

Restrictions on Transfer. Subscriber acknowledges and understands the Units Shares are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities Shares have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesShares, such Securities Shares may be offered, resold, pledged or otherwise transferred only (Ai) pursuant to an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities Shares are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities the Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (Shares unless otherwise permitted pursuant to the Letter AgreementInsider Letter, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities Shares until the one one-year anniversary following consummation of the Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 3 contracts

Samples: Private Placement Shares Purchase Agreement (Cantor Equity Partners, Inc.), Private Placement Shares Purchase Agreement (Cantor Equity Partners, Inc.), Private Placement Shares Purchase Agreement (CF Acquisition Corp. A)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreementherein, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 3 contracts

Samples: Unit Subscription Agreement (KBL Merger Corp. Iv), Unit Subscription Agreement (M III Acquisition Corp.), Unit Subscription Agreement (M III Acquisition Corp.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (Ai) pursuant to an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 3 contracts

Samples: Unit Subscription Agreement (Fintech Acquisition Corp. II), Unit Subscription Agreement (FinTech Acquisition Corp), Unit Subscription Agreement (FinTech Acquisition Corp)

Restrictions on Transfer. Each Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future either Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, each Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 7 hereof. Each Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, each Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, each Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Each Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to either Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 3 contracts

Samples: Unit Subscription Agreement (EVe Mobility Acquisition Corp), Unit Subscription Agreement (EVe Mobility Acquisition Corp), Unit Subscription Agreement (EVe Mobility Acquisition Corp)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one one-year anniversary following consummation of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 3 contracts

Samples: Private Placement Units Subscription Agreement (Global Lights Acquisition Corp), Private Placement Units Subscription Agreement (Miao Zhizhuang), Private Placement Units Subscription Agreement (Global Lights Acquisition Corp)

Restrictions on Transfer. Subscriber It acknowledges and understands the Private Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Placement Securities have not been registered under the Securities Act Act, and, if in the future Subscriber future, it decides to offer, resell, pledge or otherwise transfer the Placement Securities, such Placement Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities ActAct (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber It agrees that, that if any transfer of its the Placement Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer Subscriber transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, Subscriber it agrees it will not transfer resell the Placement Securities (unless otherwise permitted pursuant to under the Letter Agreement, as described in the Registration StatementInsider Letter). Subscriber It further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber it for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 3 contracts

Samples: Private Placement Unit Subscription Agreement (Zi Toprun Acquisition Corp.), Private Placement Unit Subscription Agreement (Zi Toprun Acquisition Corp.), Private Placement Unit Subscription Agreement (Zi Toprun Acquisition Corp.)

Restrictions on Transfer. Each Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future a Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, each Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Each Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, each Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Forum Merger II Corp), Unit Subscription Agreement (Forum Merger II Corp)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 7 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Semper Paratus Acquisition Corp), Unit Subscription Agreement (Semper Paratus Acquisition Corp)

Restrictions on Transfer. Subscriber acknowledges and understands the Units Securities are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and and, in each case case, in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one one-year anniversary following consummation of the Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 2 contracts

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

Restrictions on Transfer. Subscriber acknowledges and understands the Units Placement Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition III Corp.), Warrant Purchase Agreement (Intelligent Medicine Acquisition Corp.)

Restrictions on Transfer. Subscriber Sponsor acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber Sponsor decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber Sponsor acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 7 hereof. Subscriber Sponsor agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer Subscriber transfer, Sponsor may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber Sponsor agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter AgreementInsider Letter, as described in the Registration Statement). Subscriber Sponsor further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber Sponsor for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination (as defined in the Registration Statement) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 2 contracts

Samples: Unit Subscription Agreement (NightDragon Acquisition Corp.), Unit Subscription Agreement (NightDragon Acquisition Corp.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units Placement Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter AgreementInsider Letter, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one one-year anniversary following consummation of the Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 2 contracts

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

Restrictions on Transfer. Subscriber acknowledges and understands the Units Private Placement Shares are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Private Placement Shares Subscription Agreement (Sizzle Acquisition Corp.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units Shares are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities Shares have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesShares, such Securities Shares may be offered, resold, pledged or otherwise transferred only (Ai) pursuant to an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities Shares are subject to transfer restrictions as described in Section 8 hereof8. Subscriber agrees that, that if any transfer of its Securities the Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (Shares unless otherwise permitted pursuant to the Letter AgreementInsider Letter, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities Shares until the one one-year anniversary following consummation of the Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Private Placement Shares Purchase Agreement (Cantor Equity Partners I, Inc.)

Restrictions on Transfer. Subscriber It acknowledges and understands that the Units Representatives’ Securities are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Representatives’ Securities have not been registered under the Securities Act and, if in the future Subscriber it decides to offer, resell, pledge or otherwise transfer the Representatives’ Securities, such Representatives’ Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber it acknowledges and understands that the Representatives’ Securities are subject to transfer restrictions as described in Section 8 1.3.2 hereof. Subscriber It agrees that, that if any transfer of its Representatives’ Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer Subscriber transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber it agrees that it will not transfer resell the Representatives’ Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber It further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber it for the resale of the Representatives’ Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (Adara Acquisition Corp.)

Restrictions on Transfer. The Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. The Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statement)Securities. The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Manager Units Purchase Agreement (FG New America Acquisition II Corp)

Restrictions on Transfer. Subscriber acknowledges and understands the Private Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (Ai) pursuant to an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one one-year anniversary following consummation of the Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Unit Purchase Agreement (GigCapital5, Inc.)

Restrictions on Transfer. The Subscriber acknowledges and understands the Units Initial Ordinary Shares are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities Initial Ordinary Shares have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesInitial Ordinary Shares, such Securities Initial Ordinary Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities Initial Ordinary Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the Subscriber agrees it that he will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statement)Initial Ordinary Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities Initial Ordinary Shares until the one year anniversary after following consummation of the Business Combinationinitial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Initial Ordinary Share Subscription Agreement (Australia Acquisition Corp)

Restrictions on Transfer. Subscriber It acknowledges and understands the Units Securities are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under If the Securities Act and, if in the future Subscriber Purchaser decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities ActAct (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber It agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer Subscriber transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, Subscriber it agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statement)Securities. Subscriber It further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber it for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. In addition to the foregoing, the Purchaser acknowledges and agrees that it will be executing the Insider Letter (as defined below) and lockup agreement with the Company and Ladenburg Xxxxxxxx & Co Inc. as underwriters’ representative, further restricting the Purchaser’s ability and rights to transfer any Securities.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Mana Capital Acquisition Corp.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter AgreementInsider Letter, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Company’s initial Business CombinationCombination (as described in the Company’s Amended and Restated Memorandum and Articles of Association), despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Private Placement Units Purchase Agreement (Sunfire Acquisition Corp LTD)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Unit Subscription Agreement (FinTech Acquisition Corp)

Restrictions on Transfer. Subscriber Investor acknowledges and understands the Units Private Placement Shares are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber Investor decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (Ai) pursuant to an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber Investor acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 6 hereof. Subscriber Investor agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, except for a transfer Subscriber to an affiliate, Investor may be required to deliver to the Company SPAC an opinion of counsel satisfactory to the Company SPAC with respect to such transfer. Absent registration or another available exemption from registration, Subscriber Investor agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber Investor further acknowledges that because the Company SPAC is a shell company, Rule 144 may not be available to Subscriber Investor for the resale of the Securities until the one one-year anniversary following consummation of the Business CombinationCombination of the SPAC, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Subscription Agreement (GigCapital7 Corp.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, a Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter AgreementInsider Letter, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Private Placement Units Purchase Agreement (Financial Strategies Acquisition Corp.)

Restrictions on Transfer. The Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. The Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration StatementInsider Letter). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business CombinationCombination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Private Placement Units Purchase Agreement (FG New America Acquisition II Corp)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (Ai) pursuant to an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Unit Subscription Agreement (Allegro Merger Corp.)

Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 7 hereof. Subscriber agrees that, that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer resell the Securities (unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statementterms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial business combination (the “Business Combination”) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Private Placement Agreement (Signal Hill Acquisition Corp.)