Placement Warrants. The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
Placement Warrants. On the Closing Date and the Option Closing Date, as applicable, the Placement Warrants have been purchased as provided for in the Sponsor Warrant Purchase Agreement and the requisite portion of the purchase price for such securities specified herein and therein shall be deposited into the Trust Account.
Placement Warrants. Simultaneously with the Closing, Mallard Founders Holdings, LLC (“Sponsor”) shall purchase from the Company, pursuant to the Subscription Agreement (as defined in Section 2.23.2 hereof) an aggregate of 10,000,000 warrants (the “Placement Warrants”) at a purchase price of $0.50 per Placement Warrant in a private placement (the “Private Placement”). The Placement Warrants and the Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Warrant shall be identical to the warrants included as part of the Units sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
Placement Warrants. Simultaneously with the consummation of the Offering, Blue Water Sponsor LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 2,145,000 Warrants (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Private Placement”). The Placement Warrants and the Class A Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Warrant shall be identical to the Warrants underlying the Firm Units except that the Placement Warrants shall be non-redeemable by the Company so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.24 hereof)). Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
Placement Warrants. Simultaneously with the Closing, Ventoux Acquisition Holdings LLC (“VAH”) and Chardan International Investments, LLC (“CII”) shall purchase from the Company, pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 6,000,000 warrants (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Private Placement”), of which 4,00,000 Placement Warrants will be purchased by VAH and 2,000,000 Placement Warrants will be purchased by CII. The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants purchased by CII are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales in the Offering and, for that 180 day period following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the Placement Warrants (and the shares that are issuable upon exercise of the Placement Warrants) purchased by CII, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Registration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Ma...
Placement Warrants. Notwithstanding anything herein to the contrary, the Warrant Agent shall not register for transfer any Placement Warrants until after the consummation of the Company’s initial business combination, except for (a) transfers of Placement Warrants resulting from the death of any of the holders thereof, (b) transfers by operation of law, (c) any transfer for estate planning purposes to persons immediately related to the transferor by blood, marriage or adoption, or (d) transfers to any trust solely for the benefit of such transferor and/or the persons described in the preceding clause, on condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee or the trustee or legal guardian for each permitted transferee agrees to be bound by the terms of the Purchase Agreement.
Placement Warrants. The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon payment therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The securities issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
Placement Warrants. The Placement Warrants shall be identical to the Public Warrants, except that (a) so long as they are held by the Sponsor, Cantor or any of their respective Permitted Transferees (as defined below), the Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) shall not be redeemable by the Company and (iii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below) except to a Permitted Transferee and (b) the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant to the last sentence of Section 3.2 or otherwise) beyond the date that is five years from the effective date of the Registration Statement. A “Permitted Transferee” is hereby defined as any transferee receiving securities in the following transactions:
Placement Warrants. The Placement Warrants and the Additional Placement Warrants have been duly authorized and reserved for issuance and, when issued and paid for, will be validly issued, fully paid and non-assessable; the Placement Warrants and the Additional Placement Warrants are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Warrants and the Additional Placement Warrants have been duly and validly taken. The Placement Warrants and the Additional Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Placement Warrants. The Warrant Agent shall not register any transfer of Placement Warrants until the consummation by the Company of an initial Business Combination, except for transfers (i) to the Company’s officers, directors, employees, consultants or their affiliates, (ii) to a holder’s officers, directors, employees or members, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination or (vii) by private sales made at or prior to the consummation of a Business Combination at prices no greater than the price at which the Placement Warrants were originally purchased, in each case (except for clause (vi)) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the terms of the Sponsor Unit Purchase Agreement and any other applicable agreement the transferor is bound by.
