Private Placement Warrant Agreement definition

Private Placement Warrant Agreement shall have the meaning given in the Recitals hereto.
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Private Placement Warrant Agreement means that certain private placement warrant agreement, dated July 28, 2021, between MAC and affiliates of the Sponsor, pursuant to which the affiliates of the Sponsor agreed to purchase Private Placement Warrants (as defined below) in a private placement transaction occurring simultaneously with the closing of the MAC’s initial public offering and assumed by New MAC in connection with the transactions contemplated by the Purchase Agreement.
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Private Placement Warrant Agreement means the warrant agreement, dated October 21, 2020, by and between the Company, Opco and Sponsor.
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Examples of Private Placement Warrant Agreement in a sentence

  • The Sponsor Private Placement Warrant Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is the valid and binding agreement of the Company and the Sponsor enforceable against the Company and the Sponsor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

  • The Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Notes”) are and will be secured by the collateral pledged as security therefor as provided in the Indenture.

  • The Sponsor acknowledges and agrees that none of the Subscribers are or will be Permitted Transferees (as defined in the Private Placement Warrant Agreement) of the Sponsor under the Private Placement Warrant Agreement.

  • On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Rights Agreement, all of the Insider Letters, the Private Placement Warrant Agreement, the Registration Rights Agreement, and the Business Combination Marketing Agreement.

  • On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrant Agreement, the Registration Rights Agreement and the Letter Agreement.

  • The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider Letters or the Private Placement Warrant Agreement and will not allow any amendments to, or waivers of, such Insider Letters or the Private Placement Warrant Agreement without the prior written consent of the Representative, which consent shall not be unreasonably witheld.

  • On June 7, 2021, each of the holders of the Private Placement Warrants exchanged their warrants for new private warrants which were on the same terms as the Private Placement Warrants, except that they were not issued under the Private Placement Warrant Agreement and were non-transferrable except to permitted transferees (the “Private Placement Warrant Agreement”).

  • I-Bankers agrees not to transfer, assign or sell any of the Placement Securities or Additional Placement Securities (as defined in Section 1.4.2), if any, and agrees to waive its redemption and liquidation rights with respect to such the Placement Securities or Additional Placement Securities, if any, pursuant to the terms set forth in that certain Private Placement Warrant Agreement dated as of the date hereof.

  • When surrendered to NMMC in accordance with the terms of this Agreement, the Sponsor Private Placement Warrants will be free and clear of all Liens, other than Liens pursuant to (i) this Agreement, (ii) the organizational documents of NMMC, (iii) the Transaction Agreement, (iv) the Letter Agreement, (v) the Private Placement Warrant Agreement, (vi) as otherwise disclosed in any Acquiror SEC Report or (vii) any applicable Laws (securities or otherwise).

  • Simultaneously with the Closing, AXIOS Sponsor LP, a Delaware limited partnership (the “Sponsor”) and I-Bankers shall purchase from the Company pursuant to the Private Placement Warrant Agreement (as defined in Section 2.24.2 hereof) an aggregate of 8,020,000 warrants (the “Placement Warrants”) (of which 1,000,000 Placement Warrants will be purchased by I-Bankers) at a purchase price of $1.00 per Placement Warrants in a private placement (the “Private Placement”).

Related to Private Placement Warrant Agreement

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Private Placement Agreement has the meaning set forth in Annex A hereto.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • Private Placement (or “limited offering”) means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.

  • Placement Warrants shall have the meaning given in the Recitals hereto.

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.

  • Private Placement Lock-up Period means, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.

  • New Warrant Agreement means that certain agreement providing for, among other things, the issuance and terms of the New Warrants issued by New Valaris Holdco as set forth in the Restructuring Term Sheet.

  • Warrant Agreements means those agreements entered into in connection with the Loan, substantially in the form attached hereto as Exhibit B pursuant to which Borrower granted Lender the right to purchase that number of shares of Series B Preferred Stock of Borrower as more particularly set forth therein.

  • SPAC Warrants means the SPAC Public Warrants and the SPAC Private Placement Warrants.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.

  • Private Placement Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

  • Warrant Agreement means the Warrant Agreement, dated as of the date set forth in Item 4 of Schedule A hereto, as amended from time to time, between the Company and the United States Department of the Treasury.

  • Parent Warrants means the outstanding warrants to purchase Parent Common Stock.

  • Warrant Agent Agreement means that certain Warrant Agent Agreement, dated as of the Initial Exercise Date, between the Company and the Warrant Agent.

  • Parent Warrant means each Parent Private Warrant and Parent Public Warrant.

  • Warrant Purchase Agreement means a warrant purchase agreement under which a Warrant is issued entered into by Borrower and an Affiliate of Lenders contemporaneously with the execution of this Loan Agreement.

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Series D Warrants means, collectively, the Series D Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 5 years, in the form of Exhibit C attached hereto

  • Warrant Agency Agreement means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.