Examples of Private Placement Warrant Agreement in a sentence
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 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 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 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.
Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, and will be subject to the terms and conditions of the Private Placement Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO, mutatis mutandis.
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 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.
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.
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”).
Name of Registered Holder By: Name: Mxxxx Xxxx Title: CFO, Treasurer This Pre-Funded Private Placement Warrant Agreement (this “Agreement”) is dated as of September 23, 2024 (the “Issue Date”) and entered into by and between Banzai International, Inc., a Delaware corporation (the “Company”), and the undersigned, (together with its successors and assigns, the “Warrant Holder”).