Sponsor Warrants. The Sponsor Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Sponsor Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Common Stock issuable upon exercise of the Sponsor Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Sponsor Warrants and any shares of Common Stock issued upon exercise of the Sponsor Warrants may be transferred by the holders thereof:
(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor;
(b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(d) in the case of an individual, pursuant to a qualified domestic relations order;
(e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the securities were originally purchased;
(f) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination;
(g) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement, as amended, upon dissolution of the Sponsor; and
(h) in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the initial Business Combination; provided, however, that in the case of clauses (a) through (e) these permitted transferees (the “Permitted Transferees”) must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in this Agreement.
Sponsor Warrants. The Sponsor Warrants shall be identical to the Offering Warrants, except that so long as they are held by a Sponsor or any of their Permitted Transferees (as defined below) the Sponsor Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however , that in the case of (ii), the Sponsor Warrants and any Ordinary Shares held by a Sponsor and issued upon exercise of the Sponsor Warrants may be transferred by a Sponsor: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of a Sponsor or to any limited partner(s) of a Sponsor; (b) by gift to a member of a Sponsor’s immediate family or to a trust, the beneficiary of which is a member of a Sponsor’s immediate family, an affiliate of a Sponsor or to a charitable organization; (c) by virtue of the laws of descent and distribution upon death of a Sponsor; (d) pursuant to a qualified domestic relations order; (e) with respect to limited liability companies and partnerships to their respective members or partners; (f) by certain pledges to secure obligations incurred in connection with purchases of our securities; (g) by private sales made at or prior to the consummation of our initial business combination at prices no greater than the price at which the shares were originally purchased; provided , however , that, in each case, these transferees (the “ Permitted Transferees ”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.
Sponsor Warrants. On the Closing Date, the Insiders shall have purchased the Sponsor Warrants and the purchase price for such Sponsor Warrants shall be deposited into the Trust Account.
Sponsor Warrants. The Sponsor Warrants shall have the same terms and be in the same form as the Public Warrants except with respect to the transferability of the Warrants as set forth in Section 5.1.2 and the redemption of the Warrants as set forth in Section 6.6.
Sponsor Warrants. The Sponsor Warrants will be issued in the same form as the Public Warrants but they (i) will not be transferable or salable until 30 days after the Company completes an acquisition, share exchange, share reconstruction and amalgamation or contractual control arrangement with, purchase of all or substantially all of the assets of, or any other similar business transactions with operating businesses or assets (a “Business Transaction”), (ii) will be exercisable on a cashless basis so long as they are held by the Sponsor or its affiliates, (iii) will not be redeemable by the Company so long as they are held by the Sponsor or its affiliates and (iv) may be exercised for unregistered shares if a registration statement relating to the Ordinary Shares issuable upon exercise of the Warrants is not effective and current, subject to Section 3.3.2 (ii) herein.
Sponsor Warrants. The Sponsor Warrants shall be identical to the Public Warrants, except that so long as they are held by the members of the Sponsor or any of their Permitted Transferees (as defined below) the Sponsor Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Sponsor Warrants and any shares of Common Stock held by the members of the Sponsor and issued upon exercise of the Sponsor Warrants may be transferred by the members of the Sponsor:
Sponsor Warrants. The Sponsor Warrants shall have the same terms and be in the same form as the Public Warrants, except that:
(i) the Sponsor Warrants will be non-redeemable as long as they are held by the Sponsor or its Permitted Transferees; and
(ii) the Sponsor Warrants may not be (and the Common Stock issuable upon exercise of such Warrants may not be) transferred, assigned or sold, directly or indirectly, other than to a Permitted Transferee, until after the consummation by the Company of a Business Combination.
Sponsor Warrants. Notwithstanding anything herein to the contrary, the Warrant Agent shall not register for transfer any Sponsor Warrants until the later of _______, 2009 or the 60th day after the consummation of a Business Combination, except for (a) transfers of Sponsor Warrants resulting from the death of any of the holders thereof, (b) transfers by operation of law, (c) any transfer for estate planning purposes to persons immediately related to the transferor by blood, marriage or adoption, or (d) transfers to any trust solely for the benefit of such transferor and/or the persons described in the preceding clause, on condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee or the trustee or legal guardian for each permitted transferee agrees to be bound by the terms of the Warrant Purchase Agreement.
Sponsor Warrants. A Sponsor Warrant may be exercised only during the period following consummation of a Business Combination by the Company and terminating at 5:00 p.m., New York City time on the earlier to occur of (x) [ ], 2013 or (y) the date fixed for redemption of the Warrants as provided in Section 6 of this Agreement. The Sponsor Warrants are not subject to redemption so long as they are held by their initial purchasers or their permitted designees. The Sponsor Warrants may not be sold, assigned or transferred until the later of _________, 2009 or the 60th day following consummation of a Business Combination.
Sponsor Warrants. Promptly following the consummation of the IPO, the Sponsor shall deliver to the Escrow Agent certificates representing the Escrow Warrants as set forth on Exhibit A hereto, which certificates shall remain in the name of the Sponsor, to be held and disbursed subject to the terms and conditions of this Agreement. The Sponsor acknowledges that the certificates representing its Escrow Warrants are legended to reflect the deposit of such Escrow Securities under this Agreement.
