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 that (a) the Private Placement Shares will not, except in limited circumstances, be transferable, assignable or salable until 30 days after the Company has completed a merger, share exchange, asset acquisition, share repurchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”) (consistent with the terms of the letter agreement to be entered into by and among the Company, the Purchaser and the other parties thereto in connection with the Public Offering (the “Letter Agreement”)), 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 (i) the expiration of the lockup described above in clause (a) and (ii) they are registered pursuant to the Registration Rights Agreement (as defined below), or an exemption from registration is available. (ii) Prior to or on the date of the consummation of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.
Appears in 8 contracts
Samples: Private Placement Shares Purchase Agreement (Social Capital Suvretta Holdings Corp. III), Private Placement Shares Purchase Agreement (Social Capital Suvretta Holdings Corp. I), Private Placement Shares Purchase Agreement (Social Capital Suvretta Holdings Corp. II)
