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 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 Subscriber (or any of its permitted transferees) and as otherwise provided in Section 5 herein, and may be exercisable on a “cashless” basis if held by the 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 29 contracts

Samples: Private Placement Units Purchase Agreement (FG Merger III Corp.), Private Placement Units Purchase Agreement (FG Merger II Corp.), Private Placement Units Purchase Agreement (FG Merger Corp.)

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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 are subject to the transfer restrictions described in the Insider LetterSection 7 hereof, (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 Subscriber (or any of its permitted transferees) and as otherwise provided in Section 5 herein, and may be exercisable on a “cashless” basis if held by the 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) have expired or been waived.

Appears in 6 contracts

Samples: Unit Subscription Agreement (Twelve Seas Investment Co. II), Unit Subscription Agreement (Twelve Seas Investment Co. II), Unit Subscription Agreement (Twelve Seas Investment Co. II)

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