Terms of the Private Placement Unit. Each Private Placement Unit shall be identical to the Units to be sold by the Company in the Public Offering, except that: (i) The undersigned agrees not to seek conversion or seek to sell in any tender offer, in connection with any proposed Business Combination any Class A ordinary shares included in the Private Placement Units; (ii) The Warrants underlying the Private Placement Units (a) will not be redeemable by the Company, (b) may be exercised for cash or on a cashless basis, as described in the registration statement relating to the Public Offering (the “Registration Statement”), and (c) may not be exercised after five years from the effective date of the Registration Statement so long as the Private Warrants included in the Private Units are held by the undersigned or its designees or affiliates; (iii) The Private Placement Units (and underlying securities) will not be transferable by the undersigned until 30 days after the consummation of a Business Combination (subject to certain exceptions as described in the Registration Statement and set forth in the warrant agreement governing the Warrants); (iv) On the effective date of the Registration Statement, 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 Units and the underlying securities; (v) The undersigned will not participate in any liquidation distribution with respect to the Private Placement Units or the underlying securities if the Company fails to consummate a Business Combination; (vi) the Private Placement Units (and the underlying securities) will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in order to consummate the Public Offering, which terms or restrictions will be described in the Registration Statement; and (vii) The Warrants underlying the Private Placement Units shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate an initial Business Combination within the time period set forth in the Company’s memorandum and articles of association, as the same may be amended from time to time.
Appears in 2 contracts
Samples: Private Placement Units Purchase Agreement (Semper Paratus Acquisition Corp), Private Placement Units Purchase Agreement (Semper Paratus Acquisition Corp)
Terms of the Private Placement Unit. Each Private Placement Unit shall be identical to the Units to be sold by the Company in the Public Offering, except that:
(i) The undersigned agrees not to seek conversion or seek to sell in any tender offer, in connection with any proposed Business Combination any shares of Class A ordinary shares common stock included in the Private Placement Units;
(ii) The Warrants underlying the Private Placement Units (a) will not be redeemable by the Company, (b) may be exercised for cash or on a cashless basis, as described in the registration statement relating to the Public Offering (the “Registration Statement”), and (c) may not be exercised after five years from the effective date of the Registration Statement so long as the Private Warrants included in the Private Units are held by the undersigned or its designees or affiliates;
(iii) The Private Placement Units (and underlying securities) will not be transferable by the undersigned until 30 days after the consummation of a Business Combination (subject to certain exceptions as described in the Registration Statement and set forth in the warrant agreement governing the Warrants);
(iv) On the effective date of the Registration Statement, 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 Units and the underlying securities;
(v) The undersigned will not participate in any liquidation distribution with respect to the Private Placement Units or the underlying securities if the Company fails to consummate a Business Combination;
(vi) the Private Placement Units (and the underlying securities) will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in order to consummate the Public Offering, which terms or restrictions will be described in the Registration Statement; and
(vii) The Warrants underlying the Private Placement Units shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate an initial Business Combination within the time period set forth in the Company’s memorandum and articles of association, as the same may be amended from time to time.
Appears in 2 contracts
Samples: Private Placement Units Purchase Agreement (Semper Paratus Acquisition Corp), Private Placement Units Purchase Agreement (Semper Paratus Acquisition Corp)
Terms of the Private Placement Unit. Each Private Placement Unit shall be identical to the Units to be sold by the Company in the Public Offering, except that:
(i) The undersigned agrees not to seek conversion or seek to sell in any tender offer, in connection with any proposed Business Combination any shares of Class A ordinary shares common stock included in the Private Placement Units;
(ii) The Warrants underlying the Private Placement Units (ai) will not be redeemable by the Company, (bii) may be exercised for cash or on a cashless basis, as described in the registration statement relating to the Public Offering (the “Registration Statement”), in each case, so long as they are held by the undersigned or any of its permitted transferees and (ciii) may not be exercised after five years from the effective date of the Registration Statement so long as the Private Warrants included in the Private Units are held by the undersigned or its designees or affiliates;
(iii) The Private Placement Units (and underlying securities) will not be transferable by the undersigned until 30 days after the consummation of a Business Combination (subject to certain exceptions as described in the Registration Statement and set forth in the warrant agreement governing the Warrants);
(iv) On the effective date of the Registration Statement, 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 Units and the underlying securities;
(v) The undersigned will not participate in any liquidation distribution with respect to the Private Placement Units or the underlying securities if the Company fails to consummate a Business Combination;
(vi) the Private Placement Units (and the underlying securities) will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in order to consummate the Public Offering, which terms or restrictions will be described in the Registration Statement; and
(vii) The Warrants underlying the Private Placement Units shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate an initial Business Combination within the time period set forth in the Company’s memorandum and articles of association, as the same may be amended from time to time.
Appears in 2 contracts
Samples: Private Placement Units Purchase Agreement (ITHAX Acquisition Corp.), Private Placement Units Purchase Agreement (ITHAX Acquisition Corp.)
Terms of the Private Placement Unit. Each Private Placement Unit shall be identical to the Units to be sold by the Company in the Public Offering, except that:
(i) The undersigned agrees not to seek conversion or seek to sell vote the Shares underlying the Private Placement Units (“Private Shares”) in any tender offer, in connection with favor of any proposed Business Combination any Class A ordinary shares included in the Private Placement UnitsCombination;
(ii) The Warrants underlying the Private Placement Units (a) will not be redeemable by the Company, (b) Company and may be exercised for cash or on a cashless basis, as described in the registration statement relating to the Public Offering (the “Registration Statement”), and (c) may not be exercised after five years from the effective date of the Registration Statement in each case, so long as the Private Warrants included in the Private Units they are held by the undersigned or any of its designees or affiliatespermitted transferees;
(iii) The undersigned agrees not to seek conversion, or seek to sell any of the Private Shares in any tender offer, in connection with any proposed Business Combination;
(iv) The Private Placement Units (and underlying securities) will not be transferable by the undersigned until 30 days after the consummation of a Business Combination (subject to certain exceptions as described in the Registration Statement and set forth in the warrant agreement governing the Warrants);
(ivv) On the effective date of the Registration StatementEffective Date, 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 Units and the underlying securities;
(vvi) The undersigned will not participate in any liquidation distribution with respect to the Private Placement Units or the underlying securities (but will participate in liquidation distributions with respect to any Units or Shares purchased by the undersigned in the Public Offering or in the open market after the Public Offering) if the Company fails to consummate a Business Combination;
(vivii) the Private Placement Units (and the underlying securities) will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in order to consummate the Public Offering, which terms or restrictions will be described in the Registration Statement; and
(viiviii) The Warrants underlying the Private Placement Units shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate an initial Business Combination within the time period set forth in the Company’s memorandum and articles of association, as the same may be amended from time to time.
Appears in 2 contracts
Samples: Private Placement Units Purchase Agreement (ITHAX Acquisition Corp.), Private Placement Units Purchase Agreement (ITHAX Acquisition Corp.)
Terms of the Private Placement Unit. Each Private Placement Unit shall be identical to the Units to be sold by the Company in the Public Offering, except that:
(i) The undersigned agrees not to seek conversion or seek to sell vote the Shares underlying the Private Placement Units (“Private Shares”) in any tender offer, in connection with favor of any proposed Business Combination any Class A ordinary shares included in the Private Placement Units;Combination;
(ii) The Warrants underlying the Private Placement Units (a) will not be redeemable by the Company, (b) Company and may be exercised for cash or on a cashless basis, as described in the registration statement relating to the Public Offering (the “Registration Statement”), and (c) may not be exercised after five years from the effective date of the Registration Statement in each case, so long as the Private Warrants included in the Private Units they are held by the undersigned or any of its designees or affiliates;permitted transferees;
(iii) The undersigned agrees not to seek conversion, or seek to sell any of the Private Shares in any tender offer, in connection with any proposed Business Combination;
(iv) The Private Placement Units (and underlying securities) will not be transferable by the undersigned until 30 days after the consummation of a Business Combination (subject to certain exceptions as described in the Registration Statement and set forth in the warrant agreement governing the Warrants);;
(ivv) On the effective date of the Registration StatementEffective Date, 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 Units and the underlying securities;;
(vvi) The undersigned will not participate in any liquidation distribution with respect to the Private Placement Units or the underlying securities (but will participate in liquidation distributions with respect to any Units or Shares purchased by the undersigned in the Public Offering or in the open market after the Public Offering) if the Company fails to consummate a Business Combination;;
(vivii) the Private Placement Units (and the underlying securities) will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in order to consummate the Public Offering, which terms or restrictions will be described in the Registration Statement; and
(viiviii) The Warrants underlying the Private Placement Units shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate an initial Business Combination within the time period set forth in the Company’s memorandum and articles of association, as the same may be amended from time to time..
Appears in 1 contract
Samples: Private Placement Units Purchase Agreement (ITHAX Acquisition Corp.)
Terms of the Private Placement Unit. Each Private Placement Unit shall be identical to the Units to be sold by the Company in the Public Offering, except that:
(i) The undersigned agrees not to seek conversion or seek to sell in any tender offer, in connection with any proposed Business Combination any shares of Class A ordinary shares common stock included in the Private Placement Units;;
(ii) The Warrants underlying the Private Placement Units (ai) will not be redeemable by the Company, (bii) may be exercised for cash or on a cashless basis, as described in the registration statement relating to the Public Offering (the “Registration Statement”), in each case, so long as they are held by the undersigned or any of its permitted transferees and (ciii) may not be exercised after five years from the effective date of the Registration Statement so long as the Private Warrants included in the Private Units are held by the undersigned or its designees or affiliates;
(iii) The Private Placement Units (and underlying securities) will not be transferable by the undersigned until 30 days after the consummation of a Business Combination (subject to certain exceptions as described in the Registration Statement and set forth in the warrant agreement governing the Warrants);
(iv) On the effective date of the Registration Statement, 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 Units and the underlying securities;
(v) The undersigned will not participate in any liquidation distribution with respect to the Private Placement Units or the underlying securities if the Company fails to consummate a Business Combination;
(vi) the Private Placement Units (and the underlying securities) will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in order to consummate the Public Offering, which terms or restrictions will be described in the Registration Statement; and
(vii) The Warrants underlying the Private Placement Units shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate an initial Business Combination within the time period set forth in the Company’s memorandum and articles of association, as the same may be amended from time to time.
Appears in 1 contract
Samples: Private Placement Units Purchase Agreement (ITHAX Acquisition Corp.)