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 Section 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 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 or an exemption from registration is available, and the restrictions described above in clause (i) has expired. 8.2 Subscriber agrees that if the Company seeks stockholder approval of a Business Combination, then in connection with such Business Combination, Subscriber shall (i) vote the Placement Shares owned by it in favor of the Business Combination and (ii) not redeem any Placement Shares owned by Subscriber in connection with such stockholder approval.
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 are subject to the transfer restrictions described in Section 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 initial holder thereof 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 or an exemption from registration is available, and the restrictions described above in clause (i) has expiredhave expired or been waived.
8.2 The Subscriber agrees that if the Company seeks stockholder approval of a Business Combination, then in connection with such Business Combination, the Subscriber shall (i) vote the Placement Shares owned by it in favor of the Business Combination and (ii) not redeem any Placement Shares owned by the Subscriber in connection with such stockholder approval.
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)
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 Section 7 hereof, (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 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 or an exemption from registration is available, and the restrictions described above in clause (i) has expired.
8.2 have expired or been waived. The Subscriber agrees that if the Company seeks stockholder approval of a Business Combination, then in connection with such Business Combination, the Subscriber shall (i) vote the Placement Shares owned by it in favor of the Business Combination and (ii) not redeem any Placement Shares owned by the Subscriber in connection with such stockholder approval.
Appears in 1 contract
Samples: Unit Subscription Agreement (Twelve Seas Investment Co IV TMT)