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. 8.2 Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.
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)
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.
8.2 Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.
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 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.
8.2 7.2 Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.
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.
8.2 7.2 The Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter herein and as otherwise described in the Registration Statement.
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 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.
8.2 Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.
Appears in 4 contracts
Samples: Private Placement Units Purchase Agreement (BYTE Acquisition Corp.), 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 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.
8.2 8.2. Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.
Appears in 4 contracts
Samples: Unit Subscription Agreement (New Beginnings Acquisition Corp. II), Unit Subscription Agreement (New Beginnings Acquisition Corp. III), Unit Subscription Agreement (New Beginnings 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.
8.2 8.2. Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.
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 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.
8.2 The Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.
Appears in 1 contract
Samples: Unit Subscription Agreement (Twelve Seas Investment Co IV TMT)