Terms of the Founding Director Warrants. The Founding Director Warrants shall carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: the Founding Director Warrants (i) will not be transferable or salable by the Purchasers until such time as the Company has completed a Business Combination, (ii) will be non-redeemable so long as the Purchasers hold such warrants following their issuance by the Company to such Purchasers, and (iii) together with the shares of Common Stock underlying the Founding Director Warrants, are and will be entitled to registration rights under the registration rights agreement (the "Registration Rights Agreement") to be signed contemporaneously herewith between the Purchasers, the Initial Stockholders (as such term is defined in the Registration Statement) and the Company. The transfer restriction set forth in (i) above shall not apply to (a) transfers resulting from the death of any of the Purchasers, (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) any trust solely for the benefit of such transferor and/or the persons described in the preceding clause; provided, however, that with respect to each of the transfers described in clauses (a), (b), (c) and (d) of this sentence, that prior to such transfer, each permitted transferee or the trustee or legal guardian for each permitted transferee (hereinafter collectively, "Permitted Transferees" or a "Permitted Transferee") agrees in writing to be bound by the terms of this Agreement. Should any of the Purchasers transfer or sell Founding Director Warrants to persons other than Permitted Transferees after the Company has completed a Business Combination, then such Founding Director Warrants shall on the date of such transfer immediately become redeemable under the same terms as the Unit Warrants. Except as specifically provided in this Agreement, the terms of the Founding Director Warrants shall in all other respects be as set forth in the Warrant Agreement relating to the Unit Warrants by and between the Company and American. In the event of any conflict between this Agreement and the Warrant Agreement, the terms and provisions of which are incorporated herein by reference, this Agreement shall control.
Appears in 5 contracts
Samples: Warrant Purchase Agreement (ChinaGrowth North Acquisition CORP), Founding Director Warrant Purchase Agreement (ChinaGrowth South Acquisition CORP), Warrant Purchase Agreement (Inter-Atlantic Financial, Inc.)
Terms of the Founding Director Warrants. The Founding Director Warrants shall carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: the Founding Director Warrants (i) will not be transferable or salable by the Purchasers until such time as the Company has completed a Business Combination, (ii) will be non-redeemable so long as the Purchasers hold such warrants following their issuance by the Company to such Purchasers, and (iii) together with the shares of Common Stock underlying the Founding Director Warrants, are and will be entitled to registration rights under the registration rights agreement (the "“Registration Rights Agreement"”) to be signed contemporaneously herewith between the Purchasers, the Initial Stockholders (as such term is defined in the Registration Statement) and the Company. The transfer restriction set forth in (i) above shall not apply to (a) transfers resulting from the death of any of the Purchasers, (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) any trust solely for the benefit of such transferor and/or the persons described in the preceding clause; provided, however, that with respect to each of the transfers described in clauses (a), (b), (c) and (d) of this sentence, that prior to such transfer, each permitted transferee or the trustee or legal guardian for each permitted transferee (hereinafter collectively, "“Permitted Transferees" ” or a "“Permitted Transferee"”) agrees in writing to be bound by the terms of this Agreement. Should any of the Purchasers transfer or sell Founding Director Warrants to persons other than Permitted Transferees after the Company has completed a Business Combination, then such Founding Director Warrants shall on the date of such transfer immediately become redeemable under the same terms as the Unit Warrants. Except as specifically provided in this Agreement, the terms of the Founding Director Warrants shall in all other respects be as set forth in the Warrant Agreement relating to the Unit Warrants by and between the Company and AmericanCST. In the event of any conflict between this Agreement and the Warrant Agreement, the terms and provisions of which are incorporated herein by reference, this Agreement shall control.
Appears in 3 contracts
Samples: Founding Director Warrant (Echo Healthcare Acquisition Corp.), Founding Director Warrant (Echo Healthcare Acquisition Corp.), Founding Director Warrant (Echo Healthcare Acquisition Corp.)
Terms of the Founding Director Warrants. The Founding Director Warrants shall carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: the Founding Director Warrants (i) will not be transferable or salable by the Purchasers until such time as the Company has completed a Business Combination, (ii) will be non-redeemable so long as the Purchasers hold such warrants following their issuance by the Company to such Purchasers, and (iii) together with the shares of Common Stock underlying the Founding Director Warrants, are and will be entitled to registration rights under the registration rights agreement (the "“Registration Rights Agreement"”) to be signed contemporaneously herewith between the Purchasers, the Initial Stockholders (as such term is defined in the Registration Statement) and the Company. The transfer restriction set forth in (i) above shall not apply to (a) transfers resulting from the death of any of the Purchasers, (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) any trust solely for the benefit of such transferor and/or the persons described in the preceding clause; provided, however, that with respect to each of the transfers described in clauses (a), (b), (c) and (d) of this sentence, that prior to such transfer, each permitted transferee or the trustee or legal guardian for each permitted transferee (hereinafter collectively, "“Permitted Transferees" ” or a "“Permitted Transferee"”) agrees in writing to be bound by the terms of this Agreement. Should any of the Purchasers transfer or sell Founding Director Warrants to persons other than Permitted Transferees after the Company has completed a Business Combination, then such Founding Director Warrants shall on the date of such transfer immediately become redeemable under the same terms as the Unit Warrants. Except as specifically provided in this Agreement, the terms of the Founding Director Warrants shall in all other respects be as set forth in the Warrant Agreement relating to the Unit Warrants by and between the Company and American. In the event of any conflict between this Agreement and the Warrant Agreement, the terms and provisions of which are incorporated herein by reference, this Agreement shall control.
Appears in 3 contracts
Samples: Founding Director Warrant (HD Partners Acquisition CORP), Form of Founding Director Warrant Purchase Agreement (H D Partners Acquisition CORP), Purchase Agreement (HD Partners Acquisition CORP)
Terms of the Founding Director Warrants. The Founding Director Warrants shall carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: the Founding Director Warrants (i) will not be transferable or salable by the Purchasers until such time as the Company has completed a Business Combination, (ii) will be non-redeemable so long as the Purchasers hold such warrants following their issuance by the Company to such Purchasers, and (iii) together with the shares of Common Stock underlying the Founding Director Warrants, are and will be entitled to registration rights under the registration rights agreement (the "Registration Rights Agreement") to be signed contemporaneously herewith between the Purchasers, the Initial Stockholders (as such term is defined in the Registration Statement) and the Company. The transfer restriction set forth in (i) above shall not apply to (a) transfers resulting from a gift by any Purchaser to an immediate family member or to a trust, the death beneficiary of any which is a member of the Purchasersimmediate family of a Purchaser, (b) transfers any transfer by operation virtue of lawthe laws of descent and distribution upon death of any Purchaser, or (c) any transfer for estate planning purposes pursuant to persons immediately related to the transferor by blood, marriage or adoption, or (d) any trust solely for the benefit of such transferor and/or the persons described in the preceding clausea qualified domestic relations order; provided, provided however, that with respect to each of the transfers described in clauses (a), (b), (c) and (dc) of this sentence, that prior to such transfer, each permitted transferee or the trustee or legal guardian for each permitted transferee (hereinafter collectively, "Permitted Transferees" or a "Permitted Transferee") agrees in writing to be bound by the terms of this Agreement. Should any of the Purchasers transfer or sell Founding Director Warrants to persons other than Permitted Transferees after the Company has completed a Business Combination, then such Founding Director Warrants shall on the date of such transfer immediately become redeemable under the same terms as the Unit Warrants. Except as specifically provided in this Agreement, the terms of the Founding Director Warrants shall in all other respects be as set forth in the Warrant Agreement relating to the Unit Warrants Warrants, dated as of ____, 2007, by and between the Company and AmericanAmerican (the "Warrant Agreement"). In the event of any conflict between this Agreement and the Warrant Agreement, the terms and provisions of which are incorporated herein by reference, this Agreement shall control.
Appears in 2 contracts
Samples: Founder Warrant Purchase Agreement (Inter-Atlantic Financial, Inc.), Founder Warrant Purchase Agreement (Inter-Atlantic Financial, Inc.)
Terms of the Founding Director Warrants. The Founding Director Warrants shall carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: the Founding Director Warrants (i) will not be transferable or salable by the Purchasers until such time as the Company has completed a Business Combination, and (ii) will be non-redeemable so long as the Purchasers hold such warrants following their issuance by the Company to such Purchasers, and (iii) together with the shares of Common Stock underlying the Founding Director Warrants, are and will be entitled to registration rights under the registration rights agreement (the "“Registration Rights Agreement"”) to be signed contemporaneously herewith between the Purchasers, the Initial Existing Stockholders (as such term is defined in the Registration Statement) and the Company. The transfer restriction set forth in (i) above shall not apply to (a) transfers resulting from the death of any of the Purchasers, (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; provided, however, that with respect to each of the transfers described in clauses (a), (b), (c) and (d) of this sentence, that prior to such transfer, each permitted transferee or the trustee or legal guardian for each permitted transferee (hereinafter collectively, "“Permitted Transferees" ” or a "“Permitted Transferee"”) agrees in writing to be bound by the terms of this Agreement. Should any of the Purchasers transfer or sell Founding Director Warrants to persons other than Permitted Transferees after the Company has completed a Business Combination, then such Founding Director Warrants shall on the date of such transfer immediately become redeemable under the same terms as the Unit Warrants. Except as specifically provided in this Agreement, the terms of the Founding Director Warrants shall in all other respects be as set forth in the Warrant Agreement relating to the Unit Warrants by and between the Company and AmericanContinental. In the event of any conflict between this Agreement and the Warrant Agreement, the terms and provisions of which are incorporated herein by reference, this Agreement shall control.
Appears in 2 contracts
Samples: Form of Founding Director Warrant Purchase Agreement (Oracle Healthcare Acquisition Corp.), Form of Founding Director Warrant Purchase Agreement (Oracle Healthcare Acquisition Corp.)
Terms of the Founding Director Warrants. The Founding Director Warrants shall carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: the Founding Director Warrants (i) will not be transferable or salable by the Purchasers until such time as the Company has completed a Business Combination, (ii) will be non-redeemable so long as the Purchasers hold such warrants following their issuance by the Company to such Purchasers, and (iii) together with the shares of Common Stock underlying the Founding Director Warrants, are and will be entitled to registration rights under the registration rights agreement (the "“Registration Rights Agreement"”) to be signed contemporaneously herewith between the Purchasers, the Initial Stockholders (as such term is defined in the Registration Statement) and the Company. The transfer restriction set forth in (i) above shall not apply to (a) transfers resulting from the death of any of the Purchasers, (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) any trust solely for the benefit of such transferor and/or the persons described in the preceding clause; provided, however, that with respect to each of the transfers described in clauses (a), (b), (c) and (d) of this sentence, that prior to such transfer, each permitted transferee or the trustee or legal guardian for each permitted transferee (hereinafter collectively, "“Permitted Transferees" ” or a "“Permitted Transferee"”) agrees in writing to be bound by the terms of this Agreement. Should any of the Purchasers transfer or sell Founding Director Warrants to persons other than Permitted Transferees after the Company has completed a Business Combination, then such Founding Director Warrants shall on the date of such transfer immediately become redeemable under the same terms as the Unit Warrants. Except as specifically provided in this Agreement, the terms of the Founding Director Warrants shall in all other respects be as set forth in the Warrant Agreement relating to the Unit Warrants by and between the Company and AmericanContinental. In the event of any conflict between this Agreement and the Warrant Agreement, the terms and provisions of which are incorporated herein by reference, this Agreement shall control.
Appears in 1 contract
Samples: Purchase Agreement (Boulder Specialty Brands, Inc.)