Common use of Exclusion of Private Placement Warrants Clause in Contracts

Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company for cash) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.5), the Company may redeem the Private Placement Warrants, Working Capital Warrants or the Post-IPO Warrants pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants prior to redemption pursuant to Section 6.4. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement.

Appears in 7 contracts

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

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Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 and Section 6.2 hereof shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company for cashCompany) if at the time of the redemption such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants continue to be held by the Sponsor or its Permitted Transferees, as applicable. However, once such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.52.6 hereof), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.46.4 hereof. The Private Placement Warrants, the Working Capital Warrants or the and Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or and Post-IPO Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.

Appears in 6 contracts

Samples: Warrant Agreement (AMCI Acquisition Corp. II), Warrant Agreement (AMCI Acquisition Corp. II), Warrant Agreement (AMCI Acquisition Corp. II)

Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company for cashCompany) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor Sponsor, or its any officers or directors of the Company, or any of their Permitted Transferees, as applicable. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with under Section 2.52.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the such Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.46.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement.

Appears in 6 contracts

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

Exclusion of Private Placement Warrants. Option Warrants and the Working Capital Warrants. The Company agrees that the redemption rights provided in this Section 6.1 hereof 6 shall not apply to the Private Placement Warrants, Warrants or the Working Capital Warrants Warrants, or the Post-IPO Option Warrants (if such Post-IPO Warrants provide that they are non-redeemable by prior to the Company for cash) exercise of the Purchase Option, if at the time of the redemption such Private Placement Warrants or the Working Capital Warrants, Working Capital or the Option Warrants or Post-IPO Warrants prior to the exercise of the Purchase Option, continue to be held by the Sponsor or its any Permitted Transferees, or the underwriters of the Offering, as applicable. However, once such Private Placement Warrants and Working Capital Warrants, Working Capital or the Option Warrants or Post-IPO Warrants prior to the exercise of the Purchase Option, are transferred (other than to Permitted Transferees in accordance with under Section 2.52.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, Working Capital Warrants or the Post-IPO Option Warrants pursuant prior to Section 6.1 hereofthe exercise of the Purchase Option, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or Working Capital Warrants, Working Capital or the Option Warrants or Post-IPO Warrants prior to the exercise of the Purchase Option, to exercise the Private Placement Warrants and the Working Capital Warrants, Working Capital or the Option Warrants or Post-IPO Warrants prior to the exercise of the Purchase Option, prior to redemption pursuant to Section 6.46.3. The Private Placement Warrants and Working Capital Warrants, the Working Capital Warrants or the Post-IPO Option Warrants (if such Post-IPO Warrants provide that they are non-redeemable by prior to the Company) exercise of the Purchase Option, that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants, Working Capital or the Option Warrants or Post-IPO Warrants prior to the exercise of the Purchase Option, and shall become Public Warrants under this Agreement.

Appears in 5 contracts

Samples: Golden Path Acquisition Corporation Warrant Agreement (MicroCloud Hologram Inc.), Warrant Agreement (Giant Oak Acquisition Corp), Golden Path Acquisition Corporation Warrant Agreement (Golden Path Acquisition Corp)

Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company for cashCompany) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor Sponsor, or its any officers or directors of the Company, or any of their Permitted Transferees, as applicable. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with under Section 2.52.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.46.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement. The restrictions set forth under this Section 6.5 shall not apply to redemptions pursuant to Section 6.2 hereof.

Appears in 3 contracts

Samples: Warrant Agreement (BI Acquisition Corp.), Warrant Agreement (Experience Investment Corp.), Warrant Agreement (Experience Investment Corp.)

Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company for cashCompany) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor Sponsor, the Anchor Investor or its any officers or directors of the Company, or any of their Permitted Transferees, as applicable. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with under Section 2.52.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.46.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement. The restrictions set forth under this Section 6.5 shall not apply to redemptions pursuant to Section 6.2 hereof.

Appears in 3 contracts

Samples: Warrant Agreement (DiamondPeak Holdings Corp.), Warrant Agreement (DiamondPeak Holdings Corp.), Warrant Agreement (DiamondPeak Holdings Corp.)

Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 hereof and Section 6.2 shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Extension Loan Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company for cash) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Extension Loan Warrants continue to be held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Extension Loan Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.52.6), the Company may redeem the Private Placement Warrants, Working Capital Warrants or the Post-IPO and Extension Loan Warrants pursuant to Section 6.1 hereofor 6.2, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Extension Loan Warrants to exercise the Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants Extension Loan Warrants, as applicable, prior to redemption pursuant to Section 6.4. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO and Extension Loan Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants Extension Loan Warrants, as the case may be, and shall become Public Warrants under this Agreement, including for purposes of Section 9.8.

Appears in 2 contracts

Samples: Warrant Agreement (SOAR Technology Acquisition Corp.), Form of Warrant Agreement (SOAR Technology Acquisition Corp.)

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Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 hereof and Section 6.2 (if the last reported sale price of the Common Stock has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof) for any 10 trading days within the 20-day Reference Period) shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company for cash) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.5), the Company may redeem the Private Placement Warrants, Working Capital Warrants or the Post-IPO Warrants pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants prior to redemption pursuant to Section 6.4. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement.

Appears in 2 contracts

Samples: Warrant Agreement (Longview Acquisition Corp. II), Warrant Agreement (Longview Acquisition Corp. II)

Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 hereof and Section 6.2 (if the last reported sale price of the Common Stock has not been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof) for any 10 trading days within the 20-day Reference Period) shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company for cash) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.5), the Company may redeem the Private Placement Warrants, Working Capital Warrants or the Post-IPO Warrants pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants prior to redemption pursuant to Section 6.4. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement.

Appears in 1 contract

Samples: Warrant Agreement (Longview Acquisition Corp. II)

Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company for cashCompany) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor or its any officers or directors of the Company, or any of their Permitted Transferees. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees in accordance with under Section 2.52.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.46.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement. The restrictions set forth under this Section 6.5 shall not apply to redemptions pursuant to Section 6.2 hereof.

Appears in 1 contract

Samples: Warrant Agreement (DiamondPeak Holdings Corp.)

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