Warrant Subscription Agreement. The Warrant Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
Warrant Subscription Agreement. The Company has entered into a Private Placement Warrants Purchase Agreement, dated the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor has agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised), at a price of $1.50 per warrant, each such warrant (a “Private Placement Warrant”), exercisable to purchase one Ordinary Share for a purchase price of $11.50 per share. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Warrant Agreement, Registration Statement, the Statutory Prospectus and the Prospectus.
Warrant Subscription Agreement. The Company has entered into the Subscription Agreement with the Insiders with respect to the purchase of the Insider Warrants. Each of the Insiders and the Company have delivered executed copies of the Subscription Agreement and the Insiders will deliver the purchase price on or before the Closing Date. Pursuant to the Subscription Agreement, all of the proceeds from the sale of the Insider Warrants will be held by the Company outside of the Trust Account.
Warrant Subscription Agreement. On or prior to the date hereof, the Company and the undersigned shall have entered into a Warrant Subscription Agreement on mutually acceptable terms.
Warrant Subscription Agreement. The Warrant Subscription Agreement has been duly and validly authorized, executed and delivered by each of the Placement Warrant Holders (other than the Underwriters), and is enforceable against each of the Placement Warrant Holders (other than the Underwriters) in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Warrant Subscription Agreement. The Company has entered into the Warrant Subscription Agreement with the Placement Warrant Holders (other than the Underwriters) with respect to the purchase of the Placement Warrants.
Warrant Subscription Agreement. The Company has entered into the Subscription Agreement with the Sponsor and the Underwriters with respect to the purchase of the Placement Warrants. Each of the Underwriters, the Sponsor and the Company have delivered executed copies of the Subscription Agreement and the Sponsor and the Underwriters will deliver the purchase price on or before the Closing Date. Pursuant to the Subscription Agreement, (i) $1,850,000 of the proceeds from the sale of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on or prior to the Closing Date, and (ii) the Sponsor and the Underwriters have waived any and all rights and claims that they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants in the event that a Business Transaction is not consummated and the Trust Account is liquidated in accordance with the terms of the Trust Agreement.
Warrant Subscription Agreement. 57th Street GAC Holdings LLC, a limited liability company wholly owned by the Company’s officers, directors and advisors (the “Sponsor”) executed and delivered a Warrant Subscription Agreement, annexed as Exhibit 10.11 of the Registration Statement (the “Subscription Agreement”), pursuant to which the Sponsor, among other things, has purchased an aggregate of 3,000,000 warrants identical to the Warrants (the “Placement Warrants”) at a purchase price of $0.50 per Placement Warrant in a private placement in accordance with Regulation D under the Act occurring immediately prior to the Closing (the “Private Placement”). The Sponsor and the Company have delivered executed copies of the Subscription Agreement and the Sponsor has delivered the purchase price on or before the Effective Date. Pursuant to the Subscription Agreement, (i) $1,500,000 of the proceeds from the sale of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement prior to the Effective Date, and (ii) the Sponsor has waived any and all rights and claims that it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants in the event that a Business Transaction is not consummated and the Trust Account is liquidated in accordance with the terms of the Trust Agreement.
Warrant Subscription Agreement. Concurrently with execution of this Agreement, C & A shall execute and deliver to SID the form of Warrant Subscription Agreement attached hereto as Exhibit B.
