Terms of the Sponsor Warrants. (i) The Sponsor Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”).
(ii) 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 Sponsor Warrants. (i) Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”), and shall be subject to the terms of a letter agreement, dated as of the date hereof, to be entered into by the Company, the Purchaser and the other parties thereto, in connection with the Public Offering.
(ii) At the time of, or prior to, the closing of the Public Offering, 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 Ordinary Shares underlying the Sponsor Warrants.
Terms of the Sponsor Warrants. (i) Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement (the “Warrant Agreement”) to be entered into by the Company and a warrant agent, which Warrant Agreement shall also govern the terms for the warrants to be sold in the Public Offering. All Sponsor Warrants will be subject to the same Warrant Agreement and will have the same terms.
(ii) At the time of, or prior to, the closing of the Public Offering, 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 purchased by the Purchaser and the Shares underlying such Sponsor Warrants.
Terms of the Sponsor Warrants. (i) Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”).
Terms of the Sponsor Warrants. (i) Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”), and shall be subject to the terms of a letter agreement, dated as of the date hereof, to be entered into by the Company, the Purchaser and the other parties thereto, in connection with the Public Offering.
(ii) At the time of, or prior to, 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 Ordinary Shares underlying the Sponsor Warrants.
(iii) The Purchaser hereby agrees not to transfer, assign or sell any of the Sponsor Warrants and the Ordinary Shares underlying the Sponsor Warrants, until 30 days after the Company’s completion of its initial business combination transaction. The foregoing transfer restrictions shall not apply to transfers by the Purchaser or by the recipient of any below-described transfer (such recipient, a “Permitted Transferee”):
(a) to the Company’s officers or directors, any affiliates or family members of the Company’s officers or directors, any members of the Purchaser, or any affiliates of the Purchaser;
(b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
Terms of the Sponsor Warrants. (i) The Sponsor Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “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.
(ii) 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 Sponsor Warrants. (i) Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement, dated as of the date hereof, to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”), and shall be subject to the terms of a letter agreement, dated as of the date hereof, to be entered into by the Company, the Purchaser and the other parties thereto, in connection with the Public Offering.
(ii) At the time of, or prior to, the closing of the Public Offering, 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 Ordinary Shares underlying the Sponsor Warrants.
Terms of the Sponsor Warrants. (i) Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”).
(ii) At the time of, or prior to, the closing of the Public Offering, the Company, the Purchaser and Liberty Media Corporation, a Delaware corporation (“LMC”), shall enter into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser and LMC relating to the Sponsor Warrants and the shares of Common Stock underlying the Sponsor Warrants.
Terms of the Sponsor Warrants. The Sponsor Warrants shall carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: (i) the Sponsor Warrants are not subject to redemption so long as they are owned by the Purchaser or its permitted transferees, as set forth below, (ii) the Sponsor Warrants may be exercised on a cashless basis while the Unit Warrants cannot be exercised on a cashless basis, (iii) upon an exercise of the Sponsor Warrants, the holder of the Sponsor Warrants will receive unregistered shares of Common Stock, and (iv) the Sponsor Warrants shall be subject to certain transfer restrictions set forth in Section 1(D) below. The Sponsor Warrants will be differentiated from Warrants sold in the Offering through the legends contained on the certificates representing the Sponsor Warrants indicating the restrictions and rights specifically applicable to such Sponsor Warrants as are described in the Registration Statement.
Terms of the Sponsor Warrants. (i) The Sponsor Warrants shall have their terms set forth in the Sponsor Warrant Agreement set forth in Exhibit A.
(ii) The term “Common Stock” as used in this Agreement shall refer to (a) prior to the Business Combination, the common stock, par value $0.0001 per share, of Pershing Square SPARC Holdings and (b) thereafter, to (i) the common stock of Pershing Square SPARC Holdings if Pershing Square SPARC Holdings is the publicly-traded company surviving the Business Combination, (ii) the common stock, membership interests, units, or other equity security representing the share capital of the publicly-traded company surviving the Business Combination, if such entity is not Pershing Square SPARC Holdings, or (iii) such other equity security as agreed upon in writing by the holders of the Sponsor Warrants representing 50% of the shares issuable upon the exercise of the then-outstanding amount of the Sponsor Warrants and the Company.
