Examples of PIPE Warrant in a sentence
Warrant Agreement AmendmentOn March 26, 2023, the Company and Continental Stock Transfer & Trust Company (the “Warrant Agent”) entered into an Amendment (the “Warrant Agreement Amendment”) to the PIPE Warrant Agreement.
The proposed change will not impose any new or eliminate any existing requirements.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.Item 4 above summarizes certain provisions of the Registration Rights Agreement, the PIPE Subscription Agreement, the Indenture, the PIPE Warrant Agreement, the Sponsor Agreement, the Warrant Agreement, the Purchase Agreement and the Lock-Up Agreement, and is incorporated herein by reference.
PIPE Warrant Agreement, dated as of August 26, 2022, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.6 of the Issuer’s Current Report on Form 8-K filed on September 1, 2022).
Each whole PIPE Warrant entitles the holder thereof to purchase one share ofCommon Stock at a price of $11.50 per share, subject to adjustment as described in the form of warrant agreement attached to the form of Subscription Agreement and only whole PIPE Warrants will be exercisable.
None of the Units, the Common Shares, the Warrants, the PIPE Warrant Shares, the Bridge Incentive Shares or any other security issued in this Offering have beenregistered under the Securities Act of 1933, as amended (“U.S. Securities Act”), or the securities laws of any state in theUnited States.
Such Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates (including in book-entry format) representing the PIPE Securities, the PIPE Warrant Shares, the Backstopped Securities, and the Backstopped Warrant Shares.
The descriptions of the Registration Rights Agreement, the Subscription Agreement and the PIPE Warrant Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which were filed by the Issuer as Exhibit 10.1, 10.14 and 4.2, respectively, to the Form 8-K filed by the Issuer with the SEC on September 16, 2022 (and are incorporated by reference herein as Exhibits 10.5, 10.6 and 4.1, respectively).
Each Purchaser acknowledges and agrees (severally and not jointly) that the PIPE Securities, the PIPE Warrant Shares, the Backstopped Securities and the Backstopped Warrant Shares will bear a legend substantially similar to the legend set forth below in addition to any other legend that may be required by applicable law or by any agreement between the Company and such Purchaser.
Each purchaser received a PIPE Warrant to purchase one share of common stock for every share of PIPE Common Stock purchased.