Common use of Private Placement Warrants Clause in Contracts

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, a BlackRock Entity or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(b) hereof, (ii) including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Class A common stock held by the Sponsor, a BlackRock Entity or any of their respective Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Power & Digital Infrastructure Acquisition Corp.), Warrant Agreement (Power & Digital Infrastructure Acquisition Corp.), Warrant Agreement (Power & Digital Infrastructure Acquisition Corp.)

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Private Placement Warrants. 2.6.1 The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, a BlackRock Entity Sponsor or any of their its Permitted Transferees (as defined below), as applicable, ) the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(b) hereof, (ii) including the shares of Class A common stock ordinary shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 6.1.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 6.1.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants, the Working Capital Warrants and any shares of Class A common stock ordinary shares held by the Sponsor, a BlackRock Entity Sponsor or any of their respective its Permitted Transferees that are issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

Appears in 3 contracts

Samples: Warrant Agreement (Tiga Acquisition Corp. II), Warrant Agreement (Tiga Acquisition Corp. III), Warrant Agreement (Tiga Acquisition Corp. II)

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, a BlackRock Entity Initial Stockholders or any of their Permitted Transferees (as defined below), as applicable, ) of the Initial Stockholders the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(b3.3.1(c) hereof, (ii) including with respect to Private Placement Warrants held by FL Co-Investment and Intrepid Financial Partners, will not be exercisable more than five years from the shares of Class A common stock issuable upon exercise effective date of the Private Placement WarrantsRegistration Statement in accordance with FINRA Rule 5110(g)(8)(A), (iii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), (iiiiv) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof and (ivv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Class A common stock Common Stock held by the Sponsor, a BlackRock Entity Initial Stockholders or any of their respective Permitted Transferees that are of the Initial Stockholders and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Flame Acquisition Corp.), Warrant Agreement (Flame Acquisition Corp.)

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, a BlackRock Entity Initial Purchasers or any of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(b3.3.1(c) hereof, ; (ii) may not (including the shares of Class A common stock issuable Shares issued upon exercise of the Private Placement Warrants, may not ) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, ; (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and hereof; (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); (v) use a different Black-Scholes Warrant Model for purposes of calculating the Black-Scholes Warrant Value as specified in Section 4.4; and (vi) are not subject to the cashless exercise provisions of Section 7.4.1(b); provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Class A common stock Shares held by the Sponsor, a BlackRock Entity Initial Purchasers or any of their respective Permitted Transferees that are Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Ahren Acquisition Corp.), Warrant Agreement (Ahren Acquisition Corp.)

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that that, so long as they are held by the Sponsor, a BlackRock Entity Sponsor or any of their its Permitted Transferees (as defined below), as applicable, ) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(b3.3.1(c) hereof, (ii) including the shares of Class A common stock Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial a Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) last reported sale price of our Ordinary Shares on the trading day prior to the date on which the Company sends the notice of redemption to the holders of the Warrants is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of that, notwithstanding clause (ii), the Private Placement Warrants and any shares of Class A common stock Ordinary Shares held by the Sponsor, a BlackRock Entity Sponsor or any of their respective its Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (AfterNext HealthTech Acquisition Corp.), Warrant Agreement (AfterNext HealthTech Acquisition Corp.)

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, a BlackRock Entity Sponsor or any of their its Permitted Transferees (as defined below), as applicable, applicable the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(b) hereof, (ii) including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Class A common stock held by the Sponsor, a BlackRock Entity Sponsor or any of their respective its Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Accelerate Acquisition Corp.), Warrant Agreement (Accelerate Acquisition Corp.)

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the SponsorRMG Sponsor II, LLC, a BlackRock Entity Delaware limited liability company, (“RMG II Sponsor”) or any of their its Permitted Transferees (as defined below), as applicable, ) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(b3.3.1(c) hereof, (ii) including the shares of ReNew Global Class A common stock Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combinationdate hereof, (iii) shall not be redeemable by the Company ReNew Global pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company ReNew Global pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of ReNew Global Class A common stock held by the Sponsor, a BlackRock Entity or any of their respective Permitted Transferees that are Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (ReNew Energy Global PLC), Warrant Agreement (ReNew Energy Global PLC)

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Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, a BlackRock Entity Sponsor or any of their its Permitted Transferees (as defined below), as applicable, ) the Private Placement Warrants: Warrants (and with respect to (ii), the Restricted Shares (as defined below)): (i) may be exercised for cash or on a cashless basis,” , pursuant to subsection 3.3.1(b) hereof, (ii) including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Class A common stock Ordinary Shares held by the Sponsor, a BlackRock Entity Sponsor or any of their respective its Permitted Transferees that are (as defined below) and issued upon exercise of the Private Placement Warrants (“Restricted Shares”) may be transferred by the holders thereof:

Appears in 2 contracts

Samples: Warrant Agreement (Artius Acquisition Inc.), Warrant Agreement (Artius Acquisition Inc.)

Private Placement Warrants. 2.6.1 The 2.6.1The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, a BlackRock Entity initial purchasers thereof or any of their Permitted Transferees (as defined below), as applicable, ) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(b3.3.1(c) hereof, (ii) including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Class A common stock held by the Sponsor, a BlackRock Entity initial purchasers thereof or any of their respective Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Pivotal Investment Corp III)

Private Placement Warrants. 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, a BlackRock Entity Sponsor or any of their its Permitted Transferees (as defined below), as applicable, ): (i) the Private Placement Warrants: (i) Warrants may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(b3.3.1(c) hereof, (ii) the Private Placement Warrants (including the shares of Class A common stock Ordinary Shares issuable upon exercise of the Private Placement Warrants), may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) Private Placement Warrants shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance accordance with Section 4 hereof)) and (iv) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Class A common stock Ordinary Shares held by the Sponsor, a BlackRock Entity Sponsor or any of their respective its Permitted Transferees that are and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Appears in 1 contract

Samples: Warrant Agreement (Laris Media Acquisition Corp)

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