Common use of Transfer and Redemption Restrictions Clause in Contracts

Transfer and Redemption Restrictions. A. In addition to the transfer restrictions set forth in Section 3, the Purchaser agrees that it shall not sell or transfer the Purchaser Warrants or any underlying Shares until the expiration of 90 days from the date on which the Company consummates its initial Business Combination, meeting the requirements to be set forth in a Registration Statement on Form S-1, File No.333-147645, and prospectus declared effective by the Securities and Exchange Commission, relating to the Public Offering (the “Registration Statement”) and acknowledges that the certificates for the Purchaser Warrants and the Shares to be issued upon exercise of the Purchaser Warrants shall contain a legend, indicating, among other things, such restriction on transferability. Notwithstanding the foregoing, the Purchaser may transfer the Purchaser Warrants or any underlying shares: (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors or any affiliates of the Purchaser; (ii) by virtue of the laws of the state of Delaware or the Purchaser’s limited partnership agreement upon dissolution of the Purchaser; (iii) in the event of the Company’s liquidation prior to its completion of a Business Combination; or (iv) the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company’s consummation of a Business Combination (the “Permitted Transferes”). The Permitted Transferees will be subject to the same transfer restrictions set forth in this Section 9A. For purposes of this Agreement, the term “Business Combination” means a business combination with one or more target businesses that have an aggregate fair market value of at least 80% of the initial amount held in the Trust Account (excluding the amount held in the Trust Account representing the underwriters’ deferred commission) and the term “Trust Account” means the trust account into which a portion of the net proceeds of the Company’s Public Offering (as described in the Registration Statement) will be deposited. The Purchaser Warrants are (i) not subject to redemption, (ii) may be exercised on a “cashless” basis if held by a Company officer, director or advisory board member or their permitted assigns and (iii) may not be sold, assigned or transferred prior to the 90th day following the consummation of a business combination. The holder of the Purchaser Warrants will not have any rights to any liquidation distributions with respect to the shares underlying such insider warrants in the event we fail to consummate a business combination, in which event the insider warrants will expire worthless. No commissions, fees or other compensation will be payable in connection herewith.

Transfer and Redemption Restrictions. A. In addition to the transfer restrictions set forth in Section 3, the Purchaser Sponsor agrees that it shall not sell or transfer the Purchaser Sponsor Warrants or any underlying Shares until the expiration of 90 180 days from the date on which the Company consummates its initial Business Combination, meeting the requirements to be set forth in a Registration Statement on Form S-1X-0, File No.333-147645Xxxx Xx. 000000, and prospectus declared effective by the Securities and Exchange Commission, relating to the Public Offering (the “"Registration Statement”") and acknowledges that the certificates for the Purchaser Sponsor Warrants and the Shares to be issued upon exercise of the Purchaser Sponsor Warrants shall contain a legend, indicating, among other things, such restriction on transferability. Notwithstanding the foregoing, the Purchaser Sponsor may transfer the Purchaser Sponsor Warrants or any underlying shares: (i) to the Company’s 's officers or directors, any affiliates or family members of any of the Company’s 's officers or directors or any affiliates of the PurchaserSponsor; (ii) by virtue of the laws of the state of Delaware or the Purchaser’s Sponsor's limited partnership agreement upon dissolution of the PurchaserSponsor; (iii) in the event of the Company’s 's liquidation prior to its completion of a Business Combination; or (iv) the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company’s 's consummation of a Business Combination (the “"Permitted Transferes”"). The Permitted Transferees will be subject to the same transfer restrictions set forth in this Section 9A. For purposes of this Agreement, the term “"Business Combination” " means a business combination with one or more target businesses that have an aggregate fair market value of at least 80% of the initial amount held in the Trust Account (excluding the amount held in the Trust Account representing the underwriters’ ' deferred commission) and the term “"Trust Account” " means the trust account into which a portion of the net proceeds of the Company’s 's Public Offering (as described in the Registration Statement) will be deposited. The Purchaser Warrants are (i) not subject to redemption, (ii) may be exercised on a “cashless” basis if held by a Company officer, director or advisory board member or their permitted assigns and (iii) may not be sold, assigned or transferred prior to the 90th day following the consummation of a business combination. The holder of the Purchaser Warrants will not have any rights to any liquidation distributions with respect to the shares underlying such insider warrants in the event we fail to consummate a business combination, in which event the insider warrants will expire worthless. No commissions, fees or other compensation will be payable in connection herewith.

Transfer and Redemption Restrictions. A. In addition to the transfer restrictions set forth in Section 3, the Purchaser agrees that it shall not sell or transfer the Purchaser Warrants or any underlying Shares until the expiration of 90 days from the date on which the Company consummates its initial Business Combination, meeting the requirements to be set forth in a Registration Statement on Form S-1, File No.333-147645No. , and prospectus declared effective by the Securities and Exchange Commission, relating to the Public Offering (the “"Registration Statement”") and acknowledges that the certificates for the Purchaser Warrants and the Shares to be issued upon exercise of the Purchaser Warrants shall contain a legend, indicating, among other things, such restriction on transferability. Notwithstanding the foregoing, the Purchaser may transfer the Purchaser Warrants or any underlying shares: (i) to the Company’s 's officers or directors, any affiliates or family members of any of the Company’s 's officers or directors or any affiliates of the Purchaser; (ii) by virtue of the laws of the state of Delaware or the Purchaser’s 's limited partnership agreement upon dissolution of the Purchaser; (iii) in the event of the Company’s 's liquidation prior to its completion of a Business Combination; or (iv) the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company’s 's consummation of a Business Combination (the “"Permitted Transferes”"). The Permitted Transferees will be subject to the same transfer restrictions set forth in this Section 9A. For purposes of this Agreement, the term “"Business Combination” " means a business combination with one or more target businesses that have an aggregate fair market value of at least 80% of the initial amount held in the Trust Account (excluding the amount held in the Trust Account representing the underwriters’ ' deferred commission) and the term “"Trust Account” " means the trust account into which a portion of the net proceeds of the Company’s 's Public Offering (as described in the Registration Statement) will be deposited. The Purchaser Warrants are (i) not subject to redemption, (ii) may be exercised on a “"cashless” " basis if held by a Company officer, director or advisory board member or their permitted assigns and (iii) may not be sold, assigned or transferred prior to the 90th day following the consummation of a business combination. The holder of the Purchaser Warrants will not have any rights to any liquidation distributions with respect to the shares underlying such insider warrants in the event we fail to consummate a business combination, in which event the insider warrants will expire worthless. No commissions, fees or other compensation will be payable in connection herewith.