Common use of Terms of the Units and Placement Warrants Clause in Contracts

Terms of the Units and Placement Warrants. 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts 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 clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.

Appears in 45 contracts

Samples: Private Placement Units Purchase Agreement (Grandview Capital Acquisition Corp.), Private Placement Units Purchase Agreement (Athena Technology Acquisition Corp. II), Private Placement Units Purchase Agreement (Athena Technology Acquisition Corp. II)

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Terms of the Units and Placement Warrants. 8.1 8.1. The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be are subject to the transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable if called for redemption pursuant to Section 6.1 of the Warrant Agreement so long as they are held by the initial holder thereof Subscriber (or any of its permitted transferees), ) and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transfereesas otherwise provided in Section 5 herein, as further described in the Warrant Agreement and (iii) the Units and component parts 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 clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.

Appears in 9 contracts

Samples: Placement Unit Purchase Agreement (Newsight Imaging Ltd.), Private Placement Unit Subscription Agreement (Namaste World Acquisition Corp), Unit Subscription Agreement (Relativity Acquisition Corp)

Terms of the Units and Placement Warrants. 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be are subject to the transfer restrictions described in the Insider LetterSection 7 hereof, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement Agreement, and (iii) the Units and component parts 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 clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available, and the restrictions described above in clause (i) has expired.

Appears in 7 contracts

Samples: Unit Subscription Agreement (Epiphany Technology Acquisition Corp.), Unit Subscription Agreement (Stable Road Acquisition Corp.), Unit Subscription Agreement (Stable Road Acquisition Corp.)

Terms of the Units and Placement Warrants. 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be are subject to the transfer restrictions described in the Insider LetterSection 7 hereof, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement Agreement, and (iii) the Units and component parts 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 clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available, and the restrictions described above in clause (i) has expired.

Appears in 6 contracts

Samples: Private Placement Units Purchase Agreement (Grandview Capital Acquisition Corp.), Unit Subscription Agreement (Semper Paratus Acquisition Corp), Unit Subscription Agreement (Semper Paratus Acquisition Corp)

Terms of the Units and Placement Warrants. 8.1 7.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts 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 clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.

Appears in 6 contracts

Samples: Private Placement Units Purchase Agreement (Clean Earth Acquisitions Sponsor LLC), Private Placement Units Purchase Agreement (Israel Acquisitions Corp), Private Placement Units Purchase Agreement (Israel Acquisitions Corp)

Terms of the Units and Placement Warrants. 8.1 7.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letterherein, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts 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 clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.

Appears in 5 contracts

Samples: Private Placement Units Purchase Agreement (Israel Acquisitions Corp), Private Placement Units Purchase Agreement (Israel Acquisitions Corp), Private Placement Units Purchase Agreement (Israel Acquisitions Corp)

Terms of the Units and Placement Warrants. 8.1 8.1. The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis at the election of the holder if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts 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 clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.

Appears in 4 contracts

Samples: Unit Subscription Agreement (New Beginnings Acquisition Corp. III), Unit Subscription Agreement (New Beginnings Acquisition Corp. II), Unit Subscription Agreement (New Beginnings Acquisition Corp.)

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Terms of the Units and Placement Warrants. 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof Subscriber (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement Agreement, and (iii) the Units and component parts 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 clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.

Appears in 4 contracts

Samples: Private Placement Units Purchase Agreement (BYTE Acquisition Corp.), Form of Private Placement Units Purchase Agreement (BYTE Acquisition Corp.), Private Placement Units Purchase Agreement (Netfin Acquisition Corp.)

Terms of the Units and Placement Warrants. 8.1 8.1. The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts 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 clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.

Appears in 2 contracts

Samples: Private Placement Units Purchase Agreement (ShoulderUP Technology Acquisition Corp.), Private Placement Units Purchase Agreement (ShoulderUP Technology Acquisition Corp.)

Terms of the Units and Placement Warrants. 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be are subject to the transfer restrictions described in the Insider LetterSection 7 hereof, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a either Subscriber or its permitted transferees, as further described in the Warrant Agreement Agreement, and (iii) the Units and component parts 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 clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available, and the restrictions described above in clause (i) has expired.

Appears in 1 contract

Samples: Unit Subscription Agreement (EVe Mobility Acquisition Corp)

Terms of the Units and Placement Warrants. 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be are subject to the transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long if called for redemption pursuant to Section 6.1 of the Warrant Agreement and as they are held by the initial holder thereof (or any of its permitted transferees)otherwise provided in Section 5 herein, and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transfereesbasis, as further described in the Warrant Agreement and (iii) the Units and component parts 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 clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.

Appears in 1 contract

Samples: Unit Subscription Agreement (Twelve Seas Investment Co IV TMT)

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