Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company (which will also contain other agreements with respect to the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel, reasonably satisfactory to the Company, that registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and all applicable state securities laws.
Appears in 114 contracts
Samples: Securities Subscription Agreement (Inflection Point Acquisition Corp. III), Securities Subscription Agreement (Bold Eagle Acquisition Corp.), Securities Subscription Agreement (Voyager Acquisition Corp./Cayman Islands)
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) dated on or prior to be dated as of the closing of the IPO by and between Subscriber among the Subscriber, the Company and the Company (which will also contain other agreements with respect to parties thereto, the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received received, if requested by the Company, an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
Appears in 48 contracts
Samples: Securities Assignment Agreement (GP-Act III Acquisition Corp.), Contribution Agreement (GP-Act III Acquisition Corp.), Securities Assignment Agreement (GP-Act III Acquisition Corp.)
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of on or prior to the closing of the IPO by and between Subscriber among the Subscriber, the Company and the Company (which will also contain other agreements with respect to parties thereto, the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received received, if requested by the Company, an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
Appears in 30 contracts
Samples: Securities Subscription Agreement (AXIOS Sustainable Growth Acquisition Corp), Securities Subscription Agreement (Sports & Health Tech Acquisition Corp), Securities Subscription Agreement (SHUAA Partners Acquisition Corp I)
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) dated on or prior to be dated as of the closing of the IPO by and between Subscriber and among the Subscriber, the Company (which will also contain and other agreements with respect to parties thereto, the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares Securities unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares Securities proposed to be transferred shall then be effective or (b) the Company has received received, if requested by the Company, an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
Appears in 10 contracts
Samples: Securities Subscription Agreement (Rigel Resource Acquisition Corp.), Securities Subscription Agreement (FirstMark Acquisition Corp. III), Securities Subscription Agreement (FirstMark Acquisition Corp. II)
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) dated on or prior to be dated as of the closing of the IPO by and between Subscriber among the Subscriber, the Company and the Company (which will also contain other agreements with respect to parties thereto, the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, thereto (ai) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (bii) the Company has received received, if requested by the Company, an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
Appears in 9 contracts
Samples: Securities Subscription Agreement (Bullpen Parlay Acquisition Co), Securities Subscription Agreement (Blue Ocean Acquisition Corp), Securities Subscription Agreement (Games & Esports Experience Acquisition Corp.)
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter stock escrow agreement (commonly known as an “Insider LetterEscrow Agreement”) to be dated as of entered into between the closing of Company, the IPO by and between Subscriber and the Company (which will also contain other agreements Company’s transfer agent in connection with respect to the Shares)consummation of the IPO, the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Founder Shares unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Founder Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
Appears in 7 contracts
Samples: Subscription Agreement (Noble Education Acquisition Corp.), Subscription Agreement (Research Alliance Corp. II), Subscription Agreement (Alpha Healthcare Acquisition Corp Iii)
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) ), to be dated as of the closing pricing of the IPO by and between Subscriber IPO, among the Subscriber, other holders of Class B Ordinary Shares and the Company (which will also contain other agreements with respect to Company, the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Purchased Shares unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Purchased Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
Appears in 4 contracts
Samples: Securities Subscription Agreement (Israel Amplify Program Corp.), Securities Subscription Agreement (Israel Amplify Program Corp.), Securities Subscription Agreement (Israel Amplify Program Corp.)
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an the “Insider LetterLetter Agreement”) to be dated as of entered into on or prior to the closing of the IPO by and between Subscriber among the Subscriber, the Company and the Company (which will also contain other agreements with respect to parties thereto, the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received shall have received, if requested by the Company, an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
Appears in 4 contracts
Samples: Securities Subscription Agreement (Social Capital Suvretta Holdings Corp. I), Securities Subscription Agreement (Social Capital Suvretta Holdings Corp. IV), Securities Subscription Agreement (Social Capital Suvretta Holdings Corp. II)
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of entered into in connection with the IPO by and between Subscriber and the Company (which will also contain other agreements with respect to the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, (ai) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (bii) the Company has received an opinion from counsel, reasonably satisfactory to the Company, that registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and all applicable state securities laws.
Appears in 3 contracts
Samples: Securities Subscription Agreement (Thimble Point Acquisition Corp. II), Securities Subscription Agreement (Thimble Point Acquisition Corp. II), Securities Subscription Agreement (Thimble Point Acquisition Corp.)
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company (Company, which will also contain other agreements with respect to the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate hypothecate, mortgage, charge or otherwise dispose of all or any part of the Shares unless, prior thereto, (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective effective, or (b) the Company has received an opinion from counsel, reasonably satisfactory to the Company, that registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and all applicable state securities laws.
Appears in 3 contracts
Samples: Securities Subscription Agreement (CCIF Acquisition Corp.), Securities Subscription Agreement (CCIF Acquisition Corp.), Securities Subscription Agreement (CCM Acquisition Corp.)
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of or prior to the closing of the IPO by and between Subscriber among Subscriber, the Company and the Company (which will also contain other agreements with respect to the Shares)parties thereto, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received received, if requested by the Company, an opinion from counsel, counsel reasonably satisfactory to the Company, Company that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and all applicable state securities laws.
Appears in 3 contracts
Samples: Securities Subscription Agreement (Israel Acquisitions Corp), Securities Subscription Agreement (Rose Hill Acquisition Corp), Securities Subscription Agreement (L Catterton Latin America Acquisition Corp)
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between the Subscriber and the Company (which will also contain other agreements with respect to the Shares), the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel, reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the U.S. Securities and Exchange Commission thereunder and with all applicable state securities laws.
Appears in 1 contract
Samples: Securities Subscription Agreement (FAST Acquisition Corp. II)
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company (which will also contain other agreements with respect to the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate hypothecate, mortgage, charge or otherwise dispose of all or any part of the Shares unless, prior thereto, (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel, reasonably satisfactory to the Company, that registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and all applicable state securities laws.
Appears in 1 contract
Samples: Securities Subscription Agreement (Denham Sustainable Performance Acquisition Corp.)