Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except: (a) as provided in that letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, the Purchaser and each of the Company’s officers, directors and director nominees, and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in the Letter Agreement and they are registered pursuant to the Registration and Stockholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) On the IPO Closing Date, the Company and the Purchaser shall enter into a registration and stockholder rights agreement (the “Registration and Stockholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.
Appears in 4 contracts
Samples: Private Placement Shares Purchase Agreement (Fifth Wall Acquisition Corp. II), Private Placement Share Purchase Agreement (Research Alliance Corp. II), Private Placement Share Purchase Agreement (Research Alliance Corp. II)
Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except: (a) as provided in that letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, the Purchaser and each of the Company’s officers, directors and director nominees, and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in the Letter Agreement and they are registered pursuant to the Registration and Stockholder Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired.
(ii) On the IPO Closing Date, the Company and the Purchaser shall enter into a registration and stockholder shareholder rights agreement (the “Registration and Stockholder Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.
Appears in 4 contracts
Samples: Private Placement Shares Purchase Agreement (Fifth Wall Acquisition Corp. III), Private Placement Shares Purchase Agreement (Omega Alpha SPAC), Private Placement Shares Purchase Agreement (Omega Alpha SPAC)
Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except: (a) as provided in that letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, the Purchaser and each of the Company’s officers, directors and director nominees, and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in the Letter Agreement and they are registered pursuant to the Registration and Stockholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired.
(ii) On At or prior to the IPO time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration and stockholder rights agreement (the “Registration and Stockholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.
Appears in 2 contracts
Samples: Private Placement Shares Purchase Agreement (AltC Acquisition Corp.), Private Placement Shares Purchase Agreement (AltC Acquisition Corp.)
Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except: (a) as provided in that letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, the Purchaser and each of the Company’s officers, directors and director nominees, and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in the Letter Agreement and they are registered pursuant to the Registration and Stockholder Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired.
(ii) On the IPO Closing Date, the Company and the Purchaser shall enter into a registration and stockholder shareholder rights agreement (the “Registration and Stockholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.
Appears in 1 contract
Samples: Private Placement Shares Purchase Agreement (Fifth Wall Acquisition Corp. I)
Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except: (a) as provided in that letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, the Purchaser and each of the Company’s officers, directors and director nominees, and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in the Letter Agreement and they are registered pursuant to the Registration and Stockholder Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired.
(ii) On the IPO Closing Effective Date, the Company and the Purchaser shall enter into a registration and stockholder shareholder rights agreement (the “Registration and Stockholder Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.
Appears in 1 contract
Samples: Private Placement Shares Purchase Agreement (Fifth Wall Acquisition Corp. III)