Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 459 contracts
Samples: Warrant Agreement (GP-Act III Acquisition Corp.), Warrant Agreement (Isos Acquisition Corp.), Warrant Agreement (Pontem Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered securitysecurities” under Section 18(b)(1) of the Securities ActAct (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (iii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrarycontrary or (ii) if the Company does not so elect, and (y) the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 79 contracts
Samples: Warrant Agreement (North Atlantic Acquisition Corp), Warrant Agreement (Compass Digital Acquisition Corp.), Warrant Agreement (Metals Acquisition Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 65 contracts
Samples: Warrant Agreement (Healthcare Services Acquisition Corp), Warrant Agreement (Banyan Acquisition Corp), Warrant Agreement (Crucible Acquisition Corp. III)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 54 contracts
Samples: Warrant Agreement (Star Peak Energy Transition Corp.), Warrant Agreement (Tailwind Acquisition Corp.), Warrant Agreement (InterPrivate II Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrant under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 45 contracts
Samples: Warrant Agreement (Gores Holdings VIII Inc.), Warrant Agreement (Gordon Pointe Acqusition Corp.), Warrant Agreement (Gores Holdings VI, Inc.)
Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Class A common stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Class A common stock issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 32 contracts
Samples: Warrant Agreement (Avalon Acquisition Inc.), Warrant Agreement (Pivotal Investment Corp III), Warrant Agreement (Excolere Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares Class A ordinary shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Class A ordinary shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Class A ordinary shares issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 24 contracts
Samples: Warrant Agreement (Marquee Raine Acquisition Corp.), Warrant Agreement (FTAC Hera Acquisition Corp.), Warrant Agreement (FTAC Olympus Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 above and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 23 contracts
Samples: Warrant Agreement (USA Acquisition Corp.), Warrant Agreement (TCW Special Purpose Acquisition Corp.), Warrant Agreement (USA Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrant Warrants under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 16 contracts
Samples: Warrant Agreement (FAST Acquisition Corp. II), Warrant Agreement (Falcon's Beyond Global, Inc.), Warrant Agreement (Velocity Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 16 contracts
Samples: Warrant Agreement (TradeUP Global Corp), Warrant Agreement (TradeUP Global Corp), Warrant Agreement (Singularity Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 7.4 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 14 contracts
Samples: Warrant Agreement (Northern Star Acquisition Corp.), Warrant Agreement (Northern Star Investment Corp. IV), Warrant Agreement (Northern Star Investment Corp. III)
Cashless Exercise at Company’s Option. If the Ordinary Shares Class A ordinary shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Class A ordinary shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Class A ordinary shares issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 13 contracts
Samples: Warrant Agreement (Tiga Acquisition Corp. II), Warrant Agreement (Tiga Acquisition Corp. II), Warrant Agreement (Tiga Acquisition Corp. III)
Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 and (ii) and, in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) but shall be required to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the “blue sky” laws of the state of residence of the exercising Warrant under applicable blue sky laws holder to the extent an exemption is not available.
Appears in 12 contracts
Samples: Public Warrant Agreement (ExcelFin Acquisition Corp.), Public Warrant Agreement (C5 Acquisition Corp), Public Warrant Agreement (ExcelFin Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Public Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 10 contracts
Samples: Warrant Agreement (Acies Acquisition Corp.), Warrant Agreement (Authentic Equity Acquisition Corp.), Warrant Agreement (Lamar Partnering Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrant under applicable the blue sky laws of the state of residence in those states in which the Warrants were initially offered by the Company of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 10 contracts
Samples: Warrant Agreement (Easterly Acquisition Corp.), Warrant Agreement (Easterly Acquisition Corp.), Warrant Agreement (Eagleline Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public their Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (iii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrarycontrary or (ii) if the Company does not so elect, and (y) the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 9 contracts
Samples: Warrant Agreement (10X Capital Venture Acquisition Corp. III), Warrant Agreement (10X Capital Venture Acquisition Corp. II), Warrant Agreement (10X Capital Venture Acquisition Corp. II)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall not be required (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and or (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available, notwithstanding anything in this Agreement to the contrary.
Appears in 9 contracts
Samples: Warrant Agreement (Cartesian Growth Corp II), Warrant Agreement (Galata Acquisition Corp.), Warrant Agreement (Galata Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Class A Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Class A Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 9 contracts
Samples: Warrant Agreement (Lazard Growth Acquisition Corp. I), Warrant Agreement (Lazard Growth Acquisition Corp. I), Warrant Agreement (Lazard Fintech Acquisition Corp. I)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to or register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available, notwithstanding anything in this Agreement to the contrary.
Appears in 8 contracts
Samples: Warrant Agreement (Cartesian Growth Corp), Warrant Agreement (Kismet Acquisition Three Corp.), Form of Warrant Agreement (Kismet Acquisition One Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection Section 7.4.1 hereof and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrant under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 8 contracts
Samples: Form of Warrant Agreement (Capitol Investment Corp. VII), Form of Warrant Agreement (Capitol Investment Corp. VI), Form of Warrant Agreement (Capitol Investment Corp. VI)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable the blue sky laws of the state of residence in those states in which the Warrants were initially offered by the Company of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 7 contracts
Samples: Warrant Agreement (Mosaic Acquisition Corp.), Warrant Agreement (Mosaic Acquisition Corp.), Warrant Agreement (TPG Pace Holdings Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrant under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 7 contracts
Samples: Warrant Agreement (CHP Merger Corp.), Warrant Agreement (CHP Merger Corp.), Warrant Agreement (Longview Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are are, at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise their Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and subsection 7.4.2, as applicable, and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant Warrants under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 7 contracts
Samples: Warrant Agreement (TPG Pace Tech Opportunities Corp.), Warrant Agreement (TPG Pace Beneficial Finance Corp.), Warrant Agreement (TPG Pace Beneficial Finance Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 7 contracts
Samples: Warrant Agreement (Saban Capital Acquisition Corp.), Warrant Agreement (Avista Healthcare Public Acquisition Corp.), Warrant Agreement (Social Capital Hedosophia Holdings Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor statute), the Company may, at its option, (i) require holders of Public the Warrants who exercise Public their Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 and (ii) and, in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) but shall be required to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the “blue sky” laws of the state of residence of the exercising Warrant under applicable blue sky laws holder to the extent an exemption is not available.
Appears in 6 contracts
Samples: Public Warrant Agreement (KnightSwan Acquisition Corp), Public Warrant Agreement (KnightSwan Acquisition Corp), Public Warrant Agreement (Trajectory Alpha Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant Warrants under applicable blue sky laws to the extent an exemption is not available.
Appears in 6 contracts
Samples: Warrant Agreement (Medicus Sciences Acquisition Corp.), Warrant Agreement (Medicus Sciences Acquisition Corp.), Public Warrant Agreement (Waverley Capital Acquisition Corp. 1)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public their Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (iii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrarycontrary or (ii) if the Company does not so elect, and (y) the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available.
Appears in 5 contracts
Samples: Warrant Agreement (Haymaker Acquisition Corp. 4), Warrant Agreement (Colombier Acquisition Corp. Ii), Warrant Agreement (Haymaker Acquisition Corp. 4)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 5 contracts
Samples: Warrant Agreement (JATT Acquisition Corp), Warrant Agreement (Ibere Pharmaceuticals), Warrant Agreement (JATT Acquisition Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to or register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available, notwithstanding anything in this Agreement to the contrary.
Appears in 5 contracts
Samples: Warrant Agreement (Kismet Acquisition Two Corp.), Warrant Agreement (Kismet Acquisition Three Corp.), Warrant Agreement (Kismet Acquisition Two Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Class A common stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Class A common stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 5 contracts
Samples: Warrant Agreement (Accelerate Acquisition Corp.), Warrant Agreement (Power & Digital Infrastructure Acquisition Corp.), Warrant Agreement (Power & Digital Infrastructure Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 above and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 5 contracts
Samples: Warrant Agreement (Jaguar Global Growth Corp I), Warrant Agreement (Jaguar Global Growth Corp I), Warrant Agreement (Captivision Inc.)
Cashless Exercise at Company’s Option. If the Ordinary Shares Class A ordinary shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public their Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Class A ordinary shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Class A ordinary shares issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 5 contracts
Samples: Warrant Agreement (Distoken Acquisition Corp), Warrant Agreement (GoGreen Investments Corp), Warrant Agreement (Distoken Acquisition Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (iii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Class A Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrarycontrary or (ii) if the Company does not so elect, and (y) the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Class A Shares issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 5 contracts
Samples: Form of Warrant Agreement (Aperture Acquisition Corp), Form of Warrant Agreement (Waverley Capital Acquisition Corp. 1), Form of Warrant Agreement (Aperture Acquisition Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrant under applicable the blue sky laws of the state of residence in those states in which the Warrants were initially offered by the Company of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 4 contracts
Samples: Warrant Agreement (TPG Pace Energy Holdings Corp.), Warrant Agreement (TPG Pace Energy Holdings Corp.), Warrant Agreement (TPG Pace Energy Holdings Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (iii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrarycontrary or (ii) if the Company does not so elect, and (y) the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 4 contracts
Samples: Warrant Agreement (Kimbell Tiger Acquisition Corp), Warrant Agreement (Kimbell Tiger Acquisition Corp), Warrant Agreement (Kimbell Tiger Acquisition Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 4 contracts
Samples: Warrant Agreement (Ftac Zeus Acquisition Corp.), Warrant Agreement (Emerald ESG Acquisition Corp), Warrant Agreement (Fintech Acquisition Corp Vi)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public their Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (iii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrarycontrary or (ii) if the Company does not so elect, and (y) the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 4 contracts
Samples: Warrant Agreement (Graf Acquisition Corp. II), Warrant Agreement (Ault Disruptive Technologies Corp), Warrant Agreement (Ault Disruptive Technologies Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares ordinary shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public their Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares ordinary shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares ordinary shares issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 4 contracts
Samples: Warrant Agreement (Distoken Acquisition Corp), Warrant Agreement (AI Transportation Acquisition Corp), Warrant Agreement (AI Transportation Acquisition Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant Warrants under applicable blue sky laws to the extent an exemption is not available.
Appears in 4 contracts
Samples: Warrant Agreement (L Catterton Latin America Acquisition Corp), Warrant Agreement (Rose Hill Acquisition Corp), Warrant Agreement (Rose Hill Acquisition Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares Class A ordinary shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Class A ordinary shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Class A ordinary shares issuable upon exercise of the Public Warrant Warrants under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 4 contracts
Samples: Warrant Agreement (Global SPAC Partners Co,), Warrant Agreement (Global SPAC Partners Co,), Warrant Agreement (Global SPAC Partners Co,)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 3 contracts
Samples: Warrant Agreement (Shelter Acquisition Corp I), Warrant Agreement (Shelter Acquisition Corp I), Warrant Agreement (Shelter Acquisition Corp I)
Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Class A Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Class A Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Class A Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 3 contracts
Samples: Warrant Agreement (Lux Health Tech Acquisition Corp.), Warrant Agreement (Lux Health Tech Acquisition Corp.), Warrant Agreement (Lux Health Tech Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 Section 7.4 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available.
Appears in 3 contracts
Samples: Warrant Agreement (Schultze Special Purpose Acquisition Corp. II), Warrant Agreement (Schultze Special Purpose Acquisition Corp. II), Warrant Agreement (Schultze Special Purpose Acquisition Corp. II)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (iii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (yii) in the event the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrant Warrants under applicable blue sky laws to the extent an exemption is not available.
Appears in 3 contracts
Samples: Warrant Agreement (SCP & CO Healthcare Acquisition Co), Warrant Agreement (SCP & CO Healthcare Acquisition Co), Warrant Agreement (SCP & CO Healthcare Acquisition Co)
Cashless Exercise at Company’s Option. If the Ordinary Shares are is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 3 contracts
Samples: Warrant Agreement (PowerUp Acquisition Corp.), Warrant Agreement (PowerUp Acquisition Corp.), Warrant Agreement (PowerUp Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public the Warrants who exercise Public their Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant Warrants under applicable blue sky laws to the extent an exemption is not available.
Appears in 3 contracts
Samples: Public Warrant Agreement (Andretti Acquisition Corp.), Public Warrant Agreement (Andretti Acquisition Corp.), Public Warrant Agreement (Andretti Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (iii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and or (yii) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 3 contracts
Samples: Form of Warrant Agreement (SOAR Technology Acquisition Corp.), Warrant Agreement (SOAR Technology Acquisition Corp.), Form of Warrant Agreement (SOAR Technology Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable shares of Common Stockissuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 3 contracts
Samples: Warrant Agreement (Jaws Hurricane Acquisition Corp), Warrant Agreement (Jaws Hurricane Acquisition Corp), Warrant Agreement (Jaws Hurricane Acquisition Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 and (ii) and, in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) but shall be required to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the “blue sky” laws of the state of residence of the exercising Warrant under applicable blue sky laws holder to the extent an exemption is not available.
Appears in 3 contracts
Samples: Public Warrant Agreement (Bleuacacia LTD), Public Warrant Agreement (DP Cap Acquisition Corp I), Public Warrant Agreement (Bleuacacia LTD)
Cashless Exercise at Company’s Option. If the Ordinary Shares Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 3 contracts
Samples: Warrant Agreement (Clean Earth Acquisitions Corp.), Warrant Agreement (Clean Earth Acquisitions Corp.), Warrant Agreement (Clean Earth Acquisitions Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 3 contracts
Samples: Warrant Agreement (Avista Public Acquisition Corp. II), Warrant Agreement (Avista Public Acquisition Corp. II), Warrant Agreement (Avista Public Acquisition Corp. II)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (iii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrarycontrary or (ii) if the Company does not so elect, and (y) the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 3 contracts
Samples: Form of Warrant Agreement (Hunt Companies Acquisition Corp. I), Form of Warrant Agreement (Hunt Companies Acquisition Corp. I), Warrant Agreement (Hunt Companies Acquisition Corp. I)
Cashless Exercise at Company’s Option. If the Class A Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Class A Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 2 contracts
Samples: Warrant Agreement (Lazard Healthcare Acquisition Corp. I), Warrant Agreement (Lazard Fintech Acquisition Corp. I)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant or a CAVU Warrant not listed on a national securities exchange such that they that, as a result, the Common Stock does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants or CAVU Warrants who exercise Public Warrants or CAVU Warrants to exercise such Public Warrants or CAVU Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrant or CAVU Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 2 contracts
Samples: Warrant Agreement (HumanCo Acquisition Corp.), Warrant Agreement (HumanCo Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 2 contracts
Samples: Warrant Agreement (Ajax I), Warrant Agreement (Ajax I)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant Warrants under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 2 contracts
Samples: Warrant Agreement (Vistas Acquisition Co II Inc.), Warrant Agreement (Vistas Acquisition Co II Inc.)
Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (ia) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (iib) in the event the Company so elects, the Company shall (xi) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (yii) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 2 contracts
Samples: Warrant Agreement (Impac Mortgage Holdings Inc), Warrant Agreement (Impac Mortgage Holdings Inc)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 2 contracts
Samples: Warrant Agreement (SCVX Corp.), Warrant Agreement (SCVX Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 2 contracts
Samples: Warrant Agreement (Ares Acquisition Corp), Warrant Agreement (Ares Acquisition Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares are shares of Common Stock are, at the time of any exercise of a Public Warrant Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 2 contracts
Samples: Warrant Agreement (GSR II Meteora Acquisition Corp.), Warrant Agreement (GSR II Meteora Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 Section 7.4 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 2 contracts
Samples: Warrant Agreement (Schultze Special Purpose Acquisition Corp. II), Warrant Agreement (Schultze Special Purpose Acquisition Corp. II)
Cashless Exercise at Company’s Option. If the Class A Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Class A Ordinary Shares issuable upon exercise of the Public Warrant under the applicable blue sky laws to the extent an exemption is not available.
Appears in 2 contracts
Samples: Warrant Agreement (Rice Acquisition Corp. II), Warrant Agreement (Rice Acquisition Corp. II)
Cashless Exercise at Company’s Option. If the Ordinary Shares are is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public their Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (iii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrarycontrary or (ii) if the Company does not so elect, and (y) the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available.
Appears in 2 contracts
Samples: Warrant Agreement (Blue Room Acquisition Corp.), Warrant Agreement (Blue Room Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Redeemable Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Redeemable Warrants who exercise Public Redeemable Warrants to exercise such Public Redeemable Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Redeemable Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 2 contracts
Samples: Warrant Agreement (Global Partner Acquisition Corp II), Warrant Agreement (Global Partner Acquisition Corp II)
Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public such Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 7.5.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available...
Appears in 2 contracts
Samples: Company Warrant Agreement (Co-Diagnostics, Inc.), Company Warrant Agreement (Co-Diagnostics, Inc.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall not be required (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and or (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 1 contract
Samples: Form of Warrant Agreement (Andretti Acquisition Corp.)
Cashless Exercise at Company’s Option. If the Ordinary Common Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Common Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Common Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 1 contract
Samples: Warrant Agreement (Proterra Inc)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Class A ordinary shares is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Class A ordinary shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Class A ordinary shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 1 contract
Cashless Exercise at Company’s Option. If the Ordinary Shares are are, at the time of any exercise of a Public Warrant Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 1 contract
Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrant Warrants, Private Placement Warrants, Working Capital Warrants or Extension Warrants under applicable blue sky laws to the extent an exemption is not available.
Appears in 1 contract
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 Section 7(d)(i) and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 1 contract
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities ActAct (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 Section 7.4 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 1 contract
Cashless Exercise at Company’s Option. If the Ordinary Class A Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Class A Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Class A Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 1 contract
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(93(a) (9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 1 contract
Cashless Exercise at Company’s Option. If the Ordinary Class A Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall not be required (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Class A Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and or (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Class A Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available, notwithstanding anything in this Agreement to the contrary.
Appears in 1 contract
Samples: Warrant Agreement (Alvarium Tiedemann Holdings, Inc.)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) unless otherwise agreed by the Company, in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable the blue sky laws of the state of residence in those states in which the Warrants were initially offered by the Company of the exercising Public Warrant holder to the extent an exemption is not available.
Appears in 1 contract
Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, contrary and (y) use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrant Warrants under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
Appears in 1 contract
Samples: Warrant Agreement (Icg Hypersonic Acquisition Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 7,4,1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 1 contract
Samples: Warrant Agreement (Pontem Corp)
Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts resonable to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.
Appears in 1 contract
