Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).
Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and Continental in connection with the Public Offering (the “Warrant Agreement”). Such terms include the fact that the Private Placement Warrants shall not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain exceptions set forth in the Warrant Agreement.
Terms of the Private Placement Warrants. (i) The Private Placement Warrants are substantially identical to the warrants underlying the units to be offered in the Public Offering except that (a) the Private Placement Warrants (including the underlying Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired and (c) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).
Terms of the Private Placement Warrants. The Private Placement Warrants shall have their terms set forth in a Warrant Agreement entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Sponsor Warrants and the Shares underlying the Sponsor Warrants.
Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and Continental Stock Transfer & Trust Company, as warrant agent, in connection with the Public Offering (a “Warrant Agreement”). For the avoidance of doubt, each of the Purchasers acknowledges and agrees that the Private Placement Warrants purchased by each of the Purchasers may not be exercised following the fifth anniversary of the commencement date of sales in the Public Offering.
Terms of the Private Placement Warrants. As shall be set forth in the Warrant Agreement to be entered into with a mutually agreeable warrant agent on or prior to the closing of the Public Offering (the “Warrant Agreement”), each Private Placement Warrant shall be substantially identical to the warrants included in the units offered in the Public Offering except the Private Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees) and will be exercisable on a “cashless” basis if held by the initial holder thereof (or any of its permitted transferees).
Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and Continental in connection with the Public Offering (the “Warrant Agreement”). Such terms include the fact that the Private Placement Warrants shall not be transferable, assignable or salable until (x) 30 days after the completion of an initial business combination, subject to certain exceptions set forth in the Warrant Agreement or (y) in compliance with FINRA Rule 5110(e), to the extent such date falls within the 180-day period immediately following commencement of sales of the Offering, after the 180-day period immediately following commencement of sales of the Offering, subject to certain exceptions permitted by FINRA Rule 5110(e)(2).
Terms of the Private Placement Warrants. (i) The Private Placement Warrants are substantially identical to the Warrants included in the units to be offered in the Public Offering except that (a) the Private Placement Warrants will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired, and (c) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).
Terms of the Private Placement Warrants. 8.1 The Private Placement Warrants are substantially identical to the warrants included in the units to be offered in the IPO except that: (i) the Private Placement Warrants and Warrant Shares are subject to the transfer restrictions described in Section 7 hereof, (ii) the Private Placement Warrants will be non-redeemable and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement, and (iii) the Private Placement Warrants and Warrant Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement or an exemption from registration is available, and the restrictions described above in clause (i) have expired.
Terms of the Private Placement Warrants. (i) The Private Placement Warrants are substantially identical to the Warrants included in the units to be offered in the Public Offering except that (a) the Private Placement Warrants will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired and (c) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”), including that the Private Placement Warrants purchased by Purchaser shall not be exercisable more than five years from the effective date of the Registration Statement in accordance with Rule 5110(f)(2)(G)(i) of the FINRA Manual. Additionally, the Purchaser acknowledges that the Private Placement Warrants and the Shares underlying the Private Placement Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Public Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Private Placement Warrants and the Shares underlying the Private Placement Warrants may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period.
