Sponsor Warrant Purchase Agreement definition

Sponsor Warrant Purchase Agreement shall have the meaning given in the Recitals hereto.
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Sponsor Warrant Purchase Agreement shall have the meaning given in the Recitals hereto. “Sponsor Lock-up Period” shall mean, with respect to the Sponsor Warrants and any of the shares of Common Stock issued or issuable upon the exercise or conversion of such Sponsor Warrants, the period ending 30 days after the completion of the Company’s initial Business Combination. “Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities. “Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public. 4 ARTICLE II REGISTRATIONS 2.1
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Sponsor Warrant Purchase Agreement means that certain Sponsor Warrants Purchase Agreement, dated as of December 9, 2020, among RMG II and RMG Sponsor II.
Sample 1

Examples of Sponsor Warrant Purchase Agreement in a sentence

  • This Action likewise seeks damages with respect to and rescission of the Sponsor Warrants granted under the Sponsor Warrant Purchase Agreement to the Sponsor Defendant.

  • Under section 36(b) of the ICA, 15 U.S.C. § 80a-35(b), each of the Forward Purchase Agreement, the Sponsor Warrant Purchase Agreement, and the Director Warrant Purchase Agreement constitutes a breach of fiduciary duty with respect to the receipt of compensation for services or of payments of a material nature paid by the Company or its security holders to the Defendants.

  • Each of the Forward Purchase Agreement, the Sponsor Warrant Purchase Agreement, and the Director Warrant Purchase Agreement provides compensation so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining, as is required by section 36(b) of the ICA.

  • These illegal contracts include the Sponsor Warrant Purchase Agreement between the Company and the Sponsor Defendant dated July 21, 2020; the several Director Warrant Purchase Agreements dated July 21, 2020, between the Company and the Director Defendants; and the Forward Purchase Agreement between the Company and the Pershing Fund Defendants dated June 21, 2020, insofar as the Forward Purchase Agreement grants the Pershing Fund Defendants the right to purchase the Optional Forward Purchase Units.

  • The Sponsor Warrant Purchase Agreement is a contract whose making and performance involve violations of the ICA, including but not limited to sections 7(a)(1), 18(d), 15(a), and 22(g) or 23(a) of the ICA.

  • Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the IssuerItem 4 above summarizes certain provisions of the Sponsor Subscription Agreement, the Registration Rights Agreement and the Sponsor Warrant Purchase Agreement, and is incorporated herein by reference.

  • Under section 36(b) of the ICA, 15 U.S.C. § 80a-35(b), each of the Forward Purchase Agreement, Director Forward Purchase Agreements, the Sponsor Warrant Purchase Agreement, and the Director Warrant Purchase Agreement constitutes a breach of fiduciary duty with respect to the receipt of compensation for services or of payments of a material nature paid by the Company or its security holders to the Defendants.

  • No. of class Bwarrants30 June 2022 (unaudited)31 December 2021(audited)EUR EUR Sponsor Capital At-Risk 4,720,000 6,655,200 - Additional Sponsor Subscription 420,000 592,200 - Total 5,140,000 7,247,400 - On 11 January 2022, the Sponsors, Co-Sponsors and the Company entered into a Sponsor Warrant Purchase Agreement.

  • Pursuant to the Sponsor Warrant Purchase Agreement, (i) the Sponsor has waived any and all rights and claims each may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Securities, and (ii) the proceeds from the sale of the Placement Securities will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Sponsor Warrant Purchase Agreement.

  • Number of class B30 June202331 December2022 warrantsEUREUR Sponsor Capital At-Risk 3,243,333 3,762,266 4,378,500Additional Sponsor Subscription656,666761,733886,500Overfunding Sponsor Subscription 2,300,000 2,668,000 3,105,000 Total6,199,9997,191,9998,370,000 On 25 May 2022, the Sponsor, Co-Sponsor and the Company entered into a Sponsor Warrant Purchase Agreement.


More Definitions of Sponsor Warrant Purchase Agreement

Sponsor Warrant Purchase Agreement means that certain Sponsor Warrants Purchase Agreement, dated as of December 9, 2020, among RMG II, Sponsor and the Trustee.
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Sponsor Warrant Purchase Agreement means that certain Private Placement Warrants Purchase Agreement, dated as of March 4, 2021, by and between SPAC and Sponsor.
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Related to Sponsor Warrant Purchase Agreement

  • 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.

  • Subsequent Purchase Agreement means an agreement by and between the Seller and the Purchaser pursuant to which the Purchaser will acquire Subsequent Receivables.

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

  • Initial Purchase Agreement means the Purchase Agreement (including the related Blanket Endorsement, Initial Xxxx of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by VL Funding as set forth in Sections 5(A) and (B) and by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the Closing Date.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Original Purchase Agreement has the meaning set forth in the recitals to this Agreement.

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

  • Forward Purchase Agreement means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.

  • Additional Purchase Agreement means each Additional Purchase Agreement (including the related Additional Xxxx of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by SLM ECFC, Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by SLM ECFC as set forth in Sections 5(A) and (B) of these Master Terms are true and correct as of the related Purchase Date.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

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

  • Series B Purchase Agreement means the Series B Preferred Stock Purchase Agreement with respect to the purchase and sale of shares of the Company’s Series B Preferred Stock, dated as of the date hereof, by and among the Company and the Series B Investors, as it may be amended from time to time.

  • Warrant Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Rental-purchase agreement means an agreement for the use of personal property by a lessee primarily for personal, family, or household purposes, for an initial period of 4 months or less that is automatically renewable with each payment after the initial period and that permits the lessee to become the owner of the property. Rental-purchase agreements shall not include any of the following:

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

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

  • Securities Purchase Agreement shall have the meaning set forth in the recitals hereto.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Purchase Agreement shall have the meaning set forth in the preamble.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.