Terms of the Warrants. (i) The Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”).
(ii) At or prior to the time of the Initial Closing 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 Warrants and the Shares underlying the Warrants.
Terms of the Warrants. Each Warrant shall have the terms set forth in the Warrant Agreement. In connection with the IPO, the Company and Purchaser shall enter into an agreement granting holders of the Warrants registration rights with respect to the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares” and, together with the Warrants, the “Securities”).
Terms of the Warrants. The terms and provisions of the Warrants are more fully set forth in the form of Common Stock Purchase Warrant, attached hereto as Exhibit A.
Terms of the Warrants. The Warrants are similar to the warrants included in the units offered in the IPO, except that: (i) they are not being registered in the Registration Statement and therefore shall not be freely tradeable until one year has passed from the consummation of a Business Combination; and (ii) they are not redeemable so long as they are held by the initial holder thereof (or any of their permitted transferees). The Warrant Shares will be granted certain registration rights. In addition, in the event that a registration statement with respect to the Warrant Shares is not effective under the Securities Act, Subscriber shall not be entitled to exercise the Warrants and such Warrants may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise.
Terms of the Warrants. Subject to the terms and conditions set forth herein and in any Ancillary Agreement the Warrants shall be exercised in accordance with the following provisions:
(i) Warrants for the purchase of 20 million shares shall be exercisable at $.50 per share; these Warrants shall be exercisable for a period of 360 days after execution of this Agreement.
(ii) Warrants for the purchase of 30 million shares shall be exercisable at $ 1.50 per share; these Warrants shall be exercisable for a period of 540 days after execution of this Agreement.
(iii) Warrants for the purchase of 10 million shares shall be exercisable at $2.50 per share; these Warrants shall be exercisable for a period of 720 days after execution of this Agreement. The Warrants are not assignable, nor can they be resold, absent the parties’ execution of an Ancillary Agreement permitting such assignment or sale. Pursuant to this Agreement, Trust is to provide a minimum of $40,000,000 and a maximum of $80,000,000 in funding to the Company by exercise of the Warrants. Further pursuant to this Agreement or any Ancillary Agreement, in the event that Trust fails to exercise Warrants sufficient to generate the minimum funding provided herein within 540 days following execution of this Agreement, Trust shall, upon demand, return all shares held by it to Company, Dupont and Xxxxxx,pro rota, and return all unexercised Warrants to the Company for cancellation or resale. In furtherance of this provision, the parties agree that any transfer of the Shares during the period this Agreement is in effect shall require a counter-party signature from an Officer of the Company. Company specifically disclaims any manner of security interest in the Shares or Warrants, reserving the right only to return of the Shares in the event of a funding obligation failure. The parties expressly reserve the right, without obligation, to renegotiate the terms of exercise of the Warrants, whether as to exercise price or period, in the event of the establishment and based on the condition (price and volume) of a public market for Company’s common stock.
Terms of the Warrants. The terms and provisions of the Warrants are as set forth in the form of Common Stock Purchase Warrant, attached hereto as Exhibit B (and Exhibit C in the case of the Placement Agent Warrants).
Terms of the Warrants. (a) The Warrants are substantially identical to the warrants underlying the units to be offered in the Public Offering except that (i) the Warrants (including the underlying Shares issuable upon exercise of the Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (ii) the Warrants 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 (as defined below) or an exemption from registration is available, and the restrictions described above in clause (i) have expired and (iii) each Warrant shall have the terms set forth for private placement warrants in Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).
(b) At or prior to the time of the Initial Closing 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 Warrants and the Shares underlying the Warrants.
Terms of the Warrants. (i) Each Warrant shall have its terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). Notwithstanding the terms of the Warrant Agreement, the Private Placement Warrants purchased by the Purchaser shall not be exercised more than five years from the Effective Date.
(ii) At the time of the closing of the Public Offering, 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 Warrants and the Shares underlying the Warrants.
(iii) The Purchaser acknowledges and agrees that the Private Placement Warrants and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness. Pursuant to FINRA Rule 5110(e)(1), the Private Placement Warrants and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealers participating in the Public Offering and the officers or partners, registered persons or affiliates or partners thereof.
(iv) The obligation of the Purchaser to purchase and pay for the Private Placement Warrants as provided herein shall be subject to the satisfaction of the conditions set forth in Section 4 of the Underwriting Agreement, dated the date hereof, by and between the Company and the Purchaser, as representative of the underwriters named therein (the “Underwriting Agreement”).
Terms of the Warrants. Each Class A Warrant entitles its holder, for a period of thirty (30) months from the Closing, to purchase one share of Common Stock at an exercise price equal to $4.80. Each Class B Warrant entitles its holder, for a period of fifteen (15) months from the Closing, to purchase one-half (1/2) of a share of Common Stock at an exercise price equal to $4.00 per whole share. The other terms and conditions of the Warrants shall be set forth in the Warrant Agreements (as defined below).
Terms of the Warrants. The Warrant granted in accordance with the terms hereof will have the terms and conditions set out in Annexure A, and the “Exercise Price” (as such term is defined in Annexure A) of the Warrant will be set in accordance with the definition of Warrants Exercise Price.
