Common use of Legend Clause in Contracts

Legend. The Company will issue the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities will bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANY, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”

Appears in 10 contracts

Samples: Private Placement Unit Purchase Agreement (890 5th Avenue Partners, Inc.), Private Placement Unit Purchase Agreement (890 5th Avenue Partners, Inc.), Private Placement Unit Purchase Agreement (890 5th Avenue Partners, Inc.)

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Legend. The Company will issue the Private Placement Units Warrants, and Private Shares and, when issued, the Warrant Shares, purchased by the each Subscriber in the name of the Subscriber, and such securities its respective name. The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO THE TERMS AND CONDITIONS CONTAINED IN A LETTER SECURITIES ESCROW AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND (THE OTHER PARTIES THERETO, “AGREEMENT”) AND MAY ONLY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO ESCROW PERIOD (AS DEFINED IN THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY).”

Appears in 10 contracts

Samples: Warrant Subscription Agreement (57th Street General Acquisition Corp), Warrant Subscription Agreement (57th Street General Acquisition Corp), Warrant Subscription Agreement (L&L Acquisition Corp.)

Legend. The Company will issue the Private Placement Units Warrants, and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO THE TERMS AND CONDITIONS CONTAINED IN A LETTER SECURITIES ESCROW AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND (THE OTHER PARTIES THERETO, “AGREEMENT”) AND MAY ONLY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO ESCROW PERIOD (AS DEFINED IN THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY).”

Appears in 9 contracts

Samples: Subscription Agreement (FMG Acquisition Corp), Subscription Agreement (United Refining Energy Corp), Subscription Agreement (Corporate Acquirers, Inc.)

Legend. The Company will issue the Private Units, Subunits, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 GLOBAL SPAC PARTNERS CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC . AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 8 contracts

Samples: Placement Unit Subscription Agreement (Global SPAC Partners Co,), Placement Unit Subscription Agreement (Global SPAC Partners Co,), Placement Unit Subscription Agreement (Global SPAC Partners Co,)

Legend. The Company will issue the Private Placement Units Units, Private Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP LOCK-UP PURSUANT TO A LETTER PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC BETWEEN JUPITER ACQUISITION CORPORATION AND THE OTHER PARTIES THERETO, SUBSCRIBER PARTY THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP LOCK-UP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 8 contracts

Samples: Private Placement Unit Subscription Agreement (Jupiter Acquisition Corp), Private Placement Unit Subscription Agreement (Jupiter Acquisition Corp), Private Placement Unit Subscription Agreement (Jupiter Acquisition Corp)

Legend. The Company will issue the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, Subscriber and in such securities denominations to be specified by the Subscriber prior to the Closing. The Shares will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN A STOCK ESCROW AGREEMENT (THE “AGREEMENT”) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE ESCROW PERIOD (AS DEFINED IN THE AGREEMENT). FURTHER, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 7 contracts

Samples: Subscription Agreement (Medallion Financial Corp), Subscription Agreement (Sports Properties Acquisition Corp.), Subscription Agreement (Sports Properties Acquisition Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, CF ACQUISITION CORP. VIII AND AMONG 800 0XX XXXXXX PARTNERSCFAC HOLDINGS VIII, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 6 contracts

Samples: Private Placement Units Purchase Agreement (Murphy Canyon Acquisition Corp.), Private Placement Units Purchase Agreement (CF Acquisition Corp. VIII), Private Placement Units Purchase Agreement (Murphy Canyon Acquisition Corp.)

Legend. The Company will issue the Private Placement Units Warrants, and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP LOCK-UP PURSUANT TO A LETTER PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC BETWEEN ALTENERGY ACQUISITION CORP. AND THE OTHER PARTIES THERETO, SUBSCRIBER PARTY THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP LOCK-UP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 5 contracts

Samples: Private Placement Warrant Subscription Agreement (AltEnergy Acquisition Corp), Private Placement Warrant Subscription Agreement (AltEnergy Acquisition Corp), Private Placement Warrant Subscription Agreement (AltEnergy Acquisition Sponsor LLC)

Legend. The Company will issue certificates (if any) evidencing the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities Representative’s Securities will bear the following legendrestrictive legend (the “Legend”) and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN UNDERWRITING AGREEMENT BETWEEN ALDEL FINANCIAL INC. (THE “CORPORATION”), AND THINKEQUITY, A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERSDIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, . AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNDERWRITING AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 5 contracts

Samples: Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC BELONG ACQUISITION CORP. AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 5 contracts

Samples: Unit Subscription Agreement (Belong Acquisition Corp.), Unit Subscription Agreement (Belong Acquisition Corp.), Unit Subscription Agreement (Belong Acquisition Corp.)

Legend. The Company will issue the Private Placement Units Units, Private Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the each Subscriber in the name of the such Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER UNIT PURCHASE AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERSBETWEEN GIGCAPITAL3, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC . AND THE OTHER PARTIES THERETO, SUBSCRIBERS NAMED THEREIN AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNIT SUBSCRIPTION AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 5 contracts

Samples: Unit Purchase Agreement (GigCapital3, Inc.), Unit Purchase Agreement (GigCapital3, Inc.), Unit Purchase Agreement (GigCapital3, Inc.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The certificates (if any) evidencing Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, FORUM MERGER III CORPORATION AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP FORUM INVESTORS III LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 5 contracts

Samples: Unit Subscription Agreement (Forum Merger IV Corp), Unit Subscription Agreement (Forum Merger IV Corp), Unit Subscription Agreement (Forum Merger III Corp)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, X. XXXXX PRINCIPAL MERGER CORP. II AND AMONG 800 0XX XXXXXX PARTNERSX. XXXXX PRINCIPAL SPONSOR CO. II, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 5 contracts

Samples: Private Placement Units Purchase Agreement (B. Riley Principal Merger Corp. II), Private Placement Units Purchase Agreement (B. Riley Principal Merger Corp. II), Private Placement Units Purchase Agreement (B. Riley Principal Merger Corp. II)

Legend. The Company will issue certificates (if any) evidencing the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities Representative’s Securities will bear the following legendrestrictive legend (the “Legend”) and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AN UNDERWRITING AGREEMENT BY BETWEEN FG MERGER CORP. (THE “CORPORATION”), AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP THINKEQUITY LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNDERWRITING AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 5 contracts

Samples: Underwriting Agreement (FG Merger II Corp.), Underwriting Agreement (FG Merger III Corp.), Underwriting Agreement (FG Merger Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS PURSUANT TO A LETTER AN AGREEMENT BY BETWEEN VISTAS MEDIA ACQUISITION COMPANY INC. AND AMONG 800 0XX XXXXXX PARTNERSI-BANKERS SECURITIES, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, . AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYTHEREIN.”

Appears in 4 contracts

Samples: Private Placement Units Purchase Agreement (Vistas Media Acquisition Co Inc.), Private Placement Units Purchase Agreement (Vistas Media Acquisition Co Inc.), Private Placement Units Purchase Agreement (Vistas Media Acquisition Co Inc.)

Legend. The Company will issue the Private Placement Units Units, Private Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the such Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER UNIT PURCHASE AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERSBETWEEN GIGCAPITAL3, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC . AND THE OTHER PARTIES THERETO, SUBSCRIBERS NAMED THEREIN AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNIT SUBSCRIPTION AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 4 contracts

Samples: Unit Purchase Agreement (GigCapital3, Inc.), Unit Purchase Agreement (GigCapital3, Inc.), Unit Purchase Agreement (GigCapital3, Inc.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC FINTECH ACQUISITION CORP. VI AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 4 contracts

Samples: Unit Subscription Agreement (Fintech Acquisition Corp Vi), Unit Subscription Agreement (Fintech Acquisition Corp Vi), Unit Subscription Agreement (Fintech Acquisition Corp Vi)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, BROOKLINE CAPITAL ACQUISITION CORP. AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX BROOKLINE CAPITAL GROUP HOLDINGS LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 4 contracts

Samples: Unit Subscription Agreement (Brookline Capital Acquisition Corp.), Unit Subscription Agreement (Brookline Capital Acquisition Corp.), Unit Subscription Agreement (Brookline Capital Acquisition Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The certificates (if any) evidencing Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY AND BETWEEN, AMONG 800 0XX XXXXXX PARTNERSOTHERS, ALDEL FINANCIAL INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP ALDEL INVESTORS LLC AND THE OTHER PARTIES THERETOFG SPAC PARTNERS LP, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 4 contracts

Samples: Private Placement Units Purchase Agreement (Aldel Financial Inc.), Private Placement Units Purchase Agreement (Aldel Financial Inc.), Private Placement Units Purchase Agreement (Aldel Financial Inc.)

Legend. The Company will issue the Private Placement Units Units, Private Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT BY BETWEEN MOUNT RAINIER ACQUISITION CORP. AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP DC RAINIER SPV LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNIT SUBSCRIPTION AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 4 contracts

Samples: Private Placement Unit Subscription Agreement (Mount Rainier Acquisition Corp.), Private Placement Unit Subscription Agreement (Mount Rainier Acquisition Corp.), Private Placement Unit Subscription Agreement (Mount Rainier Acquisition Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Rights, and when issued, the Warrant Right Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, SAGALIAM ACQUISITION CORP. AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP SAGALIAM SPONSOR LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 4 contracts

Samples: Private Placement Units Purchase Agreement (Sagaliam Acquisition Corp), Private Placement Units Purchase Agreement (Sagaliam Acquisition Corp), Private Placement Units Purchase Agreement (Sagaliam Sponsor LLC)

Legend. The Company will issue certificates (if any) evidencing the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities Representative’s Securities will bear the following legendrestrictive legend (the “Legend”) and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AN UNDERWRITING AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERSINDUSTRIAL HUMAN CAPITAL, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC . (THE “CORPORATION”) AND THE OTHER PARTIES THERETO, A.G.P./ALLIANCE GLOBAL PARTNERS AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNDERWRITING AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 4 contracts

Samples: Underwriting Agreement (Industrial Human Capital, Inc.), Underwriting Agreement (Industrial Human Capital, Inc.), Underwriting Agreement (Industrial Human Capital, Inc.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC WESTERN ACQUISITION VENTURES CORP. AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 4 contracts

Samples: Subscription Agreement for Private Placement Units (Western Acquisition Ventures Corp.), Subscription Agreement for Private Placement Units (Western Acquisition Ventures Corp.), Subscription Agreement for Private Placement Units (Western Acquisition Ventures Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The certificates (if any) evidencing the Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER UNIT SUBSCRIPTION AGREEMENT BY AMONG FORUM MERGER III CORPORATION AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP XXXXXXXXX LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNIT SUBSCRIPTION AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 4 contracts

Samples: Unit Subscription Agreement (Forum Merger III Corp), Unit Subscription Agreement (Forum Merger III Corp), Unit Subscription Agreement (Forum Merger III Corp)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC NEWCOURT ACQUISITION CORP AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 4 contracts

Samples: Unit Subscription Agreement (Newcourt Acquisition Corp), Unit Subscription Agreement (Newcourt Acquisition Corp), Unit Subscription Agreement (Newcourt Acquisition Corp)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY AND BETWEEN, AMONG 800 0XX XXXXXX PARTNERSOTHERS, INCCHART ACQUISITION CORP., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL CHART ACQUISITION GROUP LLC AND THE OTHER PARTIES THERETO, COWEN OVERSEAS INVESTMENT LP AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 4 contracts

Samples: Third Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.), Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.), Third Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER UNIT SUBSCRIPTION AGREEMENT BY BETWEEN FINTECH ACQUISITION CORP. VI AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CANTOR XXXXXXXXXX & CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, . AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNIT SUBSCRIPTION AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 4 contracts

Samples: Unit Subscription Agreement (Fintech Acquisition Corp Vi), Unit Subscription Agreement (Fintech Acquisition Corp Vi), Unit Subscription Agreement (Fintech Acquisition Corp Vi)

Legend. The Company will issue the Private Placement Units and Private Shares Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber Subscribers will be in the name of each Subscriber and in such denominations to be specified by each Subscriber prior to the Subscriber, Closing. The Warrants and such securities Warrant Shares will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT (A) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION (C) PURSUANT TO ANY OTHER EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND THIS CERTIFICATE MAY ONLY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH CONDUCTED UNLESS IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT COMPLIANCE WITH THE COMPANYSECURITIES ACT.”

Appears in 4 contracts

Samples: Form of Subscription Agreement (Asia Special Situation Acquisition Corp), Form of Subscription Agreement (Asia Special Situation Acquisition Corp), Form of Subscription Agreement (Asia Special Situation Acquisition Corp)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “" "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC PAPAYA GROWTH OPPORTUNITY CORP. I AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”"

Appears in 4 contracts

Samples: Unit Subscription Agreement (Papaya Growth Opportunity Corp. I), Unit Subscription Agreement (Papaya Growth Opportunity Corp. I), Unit Subscription Agreement (Papaya Growth Opportunity Corp. I)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, DELWINDS INSURANCE ACQUISITION CORP. AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP DIAC SPONSOR LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENTTHE INSIDER LETTER.” “THE SECURITIES EVIDENCED REPRESENTED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYCORPORATION.”

Appears in 3 contracts

Samples: Unit Subscription Agreement (Delwinds Insurance Acquisition Corp.), Unit Subscription Agreement (Delwinds Insurance Acquisition Corp.), Unit Subscription Agreement (Delwinds Insurance Acquisition Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, ISRAEL ACQUISITIONS CORP AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP ISRAEL ACQUISITIONS SPONSOR LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 3 contracts

Samples: Private Placement Units Purchase Agreement (Israel Acquisitions Corp), Private Placement Units Purchase Agreement (Israel Acquisitions Corp), Private Placement Units Purchase Agreement (Israel Acquisitions Corp)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC GOGREEN INVESTMENTS CORPORATION AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 3 contracts

Samples: Unit Subscription Agreement (GoGreen Investments Corp), Unit Subscription Agreement (GoGreen Investments Corp), Unit Subscription Agreement (GoGreen Investments Corp)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER UNIT SUBSCRIPTION AGREEMENT BY AMONG NEWCOURT ACQUISITION CORP AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, CCM AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNIT SUBSCRIPTION AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 3 contracts

Samples: Unit Subscription Agreement (Newcourt Acquisition Corp), Unit Subscription Agreement (Newcourt Acquisition Corp), Unit Subscription Agreement (Newcourt Acquisition Corp)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The certificates (if any) evidencing Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, TWELVE SEAS INVESTMENT COMPANY II AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP TWELVE SEAS SPONSOR II LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 3 contracts

Samples: Unit Subscription Agreement (Twelve Seas Investment Co. II), Unit Subscription Agreement (Twelve Seas Investment Co. II), Unit Subscription Agreement (Twelve Seas Investment Co. II)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, CF ACQUISITION CORP. VII AND AMONG 800 0XX XXXXXX PARTNERSCFAC HOLDINGS VII, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 3 contracts

Samples: Private Placement Units Purchase Agreement (CF Acquisition Corp. VII), Private Placement Units Purchase Agreement (CF Acquisition Corp. VII), Private Placement Units Purchase Agreement (CF Acquisition Corp. VII)

Legend. The Company will issue certificates (if any) evidencing the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities Representative’s Securities will bear the following legendrestrictive legend (the “Legend”) and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AN UNDERWRITING AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERSFIREMARK GLOBAL CAPITAL, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC . (THE “CORPORATION”) AND THE OTHER PARTIES THERETO, A.G.P./ALLIANCE GLOBAL PARTNERS AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNDERWRITING AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 3 contracts

Samples: Underwriting Agreement (Firemark Global Capital, Inc.), Underwriting Agreement (Firemark Global Capital, Inc.), Underwriting Agreement (Firemark Global Capital, Inc.)

Legend. The Company will issue the Private Units, Placement Units Shares, Placement Warrants and Private Shares Placement Rights, and, when issued, the Warrant Shares and Right Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC HAINAN MANASLU ACQUISITION CORP. AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 3 contracts

Samples: Form of Private Placement Units Subscription Agreement (Hainan Manaslu Acquisition Corp.), Private Placement Units Subscription Agreement (Hainan Manaslu Acquisition Corp.), Form of Private Placement Units Subscription Agreement (Hainan Manaslu Acquisition Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC FTAC ZEUS ACQUISITION CORP. AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 3 contracts

Samples: Unit Subscription Agreement (Ftac Zeus Acquisition Corp.), Unit Subscription Agreement (Ftac Zeus Acquisition Corp.), Unit Subscription Agreement (Ftac Zeus Acquisition Corp.)

Legend. The Company will issue the Private Placement Units Warrants, and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, Subscriber and in such securities denominations to be specified by the Subscriber prior to the Closing. The Warrants and Warrant Shares will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN A STOCK ESCROW AGREEMENT (THE “AGREEMENT”) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE ESCROW PERIOD (AS DEFINED IN THE AGREEMENT). FURTHER, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 3 contracts

Samples: Form of Subscription Agreement (Sports Properties Acquisition Corp.), Form of Subscription Agreement (Sports Properties Acquisition Corp.), Subscription Agreement (Medallion Financial Corp)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The certificates (if any) evidencing the Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER UNIT SUBSCRIPTION AGREEMENT BY BETWEEN TWELVE SEAS INVESTMENT COMPANY II AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP MIZUHO SECURITIES USA LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNIT SUBSCRIPTION AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 3 contracts

Samples: Unit Subscription Agreement (Twelve Seas Investment Co. II), Unit Subscription Agreement (Twelve Seas Investment Co. II), Unit Subscription Agreement (Twelve Seas Investment Co. II)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC PHOENIX BIOTECH ACQUISITION CORP. AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 3 contracts

Samples: Unit Subscription Agreement (Phoenix Biotech Acquisition Corp.), Unit Subscription Agreement (Phoenix Biotech Acquisition Corp.), Unit Subscription Agreement (Phoenix Biotech Acquisition Corp.)

Legend. The Company will issue Each certificate representing the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber shall be stamped or otherwise imprinted with a legend substantially in the name of the Subscriber, and such following form (in addition to any legend required by applicable state securities will bear the following legend: or “blue sky” laws): “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY STATE THE SECURITIES LAWS OF ANY STATE, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYOR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS AVAILABLENOT REQUIRED.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERSThe legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares upon which it is stamped if, INCunless otherwise required by state securities laws, (i) while such Shares are registered for resale under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel reasonably satisfactory to the Company, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Shares may be made without registration under the applicable requirements of the Securities Act and that such legend is no longer required, or (iii) such holder provides the Company with reasonable assurance that the Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A, and such holder delivers the legended Shares to the Company or the Company’s transfer agent., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (API Technologies Corp.), Class a Common Stock Purchase Agreement (Document Security Systems Inc), Class a Common Stock Purchase Agreement (Alset EHome International Inc.)

Legend. The Company will issue certificates (if any) evidencing the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities Representative’s Securities will bear the following legendrestrictive legend (the “Legend”) and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AN UNDERWRITING AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERSTECHSTACKERY, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC . (THE “CORPORATION”) AND THE OTHER PARTIES THERETO, A.G.P./ALLIANCE GLOBAL PARTNERS AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNDERWRITING AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 3 contracts

Samples: Underwriting Agreement (TechStackery, Inc.), Underwriting Agreement (TechStackery, Inc.), Underwriting Agreement (TechStackery, Inc.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, FINTECH ACQUISITION CORP. AND AMONG 800 0XX XXXXXX PARTNERSFINTECH INVESTOR HOLDINGS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 3 contracts

Samples: Unit Subscription Agreement (FinTech Acquisition Corp), Unit Subscription Agreement (FinTech Acquisition Corp), Unit Subscription Agreement (FinTech Acquisition Corp)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the Subscriber Sponsor in the name of the Subscriber, and such securities Sponsor. The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY AND BETWEEN, AMONG 800 0XX XXXXXX PARTNERSOTHERS, INCCHART ACQUISITION CORP., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL CHART ACQUISITION GROUP LLC AND THE OTHER PARTIES THERETO, XXXXX OVERSEAS INVESTMENT LP AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 3 contracts

Samples: Second Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.), Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.), Third Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.)

Legend. The Company will issue the Private Placement Units Units, Common Stock and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the Subscriber Sponsor in the name of the Subscriber, and such securities Sponsor. The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYLOCKUP.”

Appears in 3 contracts

Samples: Second Amended and Restated Unit Subscription Agreement (Empeiria Acquisition Corp), Unit Subscription Agreement (Empeiria Acquisition Corp), Amended and Restated Unit Subscription Agreement (Empeiria Acquisition Corp)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC INSU ACQUISITION CORP. II AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 3 contracts

Samples: Unit Subscription Agreement (INSU Acquisition Corp. II), Unit Subscription Agreement (INSU Acquisition Corp. II), Unit Subscription Agreement (INSU Acquisition Corp. II)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, STABLE ROAD ACQUISITION CORP. AND AMONG 800 0XX XXXXXX PARTNERSSRC-NI HOLDINGS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 2 contracts

Samples: Unit Subscription Agreement (Stable Road Acquisition Corp.), Unit Subscription Agreement (Stable Road Acquisition Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, CF ACQUISITION CORP. VI AND AMONG 800 0XX XXXXXX PARTNERSCFAC HOLDINGS VI, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 2 contracts

Samples: Private Placement Units Purchase Agreement (CF Acquisition Corp. VI), Private Placement Units Purchase Agreement (CF Acquisition Corp. VI)

Legend. (a) A copy of this Agreement shall be filed with the permanent records of the Company and shall be kept at all times at the principal place of business of the Company. The Company will issue the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber Purchaser agrees that all certificates representing shares of Restricted Stock shall have affixed thereto a legend substantially in the name of the Subscriber, and such securities will bear the following legendform: "THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES ACT OR SUCH LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY SUCH LAWS WHICHIS AVAILABLE (AND, IN THE SUCH CASE, AN OPINION OF COUNSEL FOR THIS REASONABLY ACCEPTABLE TO THE COMPANY, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY IN FORM AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT SUBSTANCE REASONABLY SATISFACTORY TO THE TERMS SET FORTH IN COMPANY, SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT THE OFFER, SALE, TRANSFER, DISPOSITION, PLEDGE OR HYPOTHECATION THEREOF IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY SUCH LETTER AGREEMENTLAWS).” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”"

Appears in 2 contracts

Samples: Stock Purchase Agreement (Pe Corp), Stock Purchase Agreement (Spectrumedix Corp)

Legend. The Company will issue the Private Placement Units Warrants, and Private Shares and, when issued, issued the Warrant Underlying Shares, purchased by the Subscriber Purchaser in the name of the Subscriber, Purchaser and in such securities denominations to be specified by Purchaser. The Placement Warrants and Underlying Shares will bear the following legendlegend and appropriate "stop transfer" instructions: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO THE TERMS AND CONDITIONS CONTAINED IN A LETTER SECURITIES ESCROW AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND (THE OTHER PARTIES THERETO, “AGREEMENT”) AND MAY ONLY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO ESCROW PERIOD (AS DEFINED IN THE TERMS SET FORTH IN SUCH LETTER AGREEMENT).” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”

Appears in 2 contracts

Samples: Warrant Purchase Agreement (ASM Acquisition CO LTD), Warrant Purchase Agreement (China VantagePoint Acquisition Co)

Legend. The Company will issue the Private Placement Units Units, Private Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the each Subscriber in the name of the such Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER UNIT PURCHASE AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERSBETWEEN GIGCAPITAL4, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC . AND THE OTHER PARTIES THERETO, SUBSCRIBERS NAMED THEREIN AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNIT SUBSCRIPTION AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Purchase Agreement (GigCapital4, Inc.), Unit Purchase Agreement (GigCapital4, Inc.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, BYTE ACQUISITION CORP. AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, BYTE HOLDINGS LP AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 2 contracts

Samples: Form of Private Placement Units Purchase Agreement (BYTE Acquisition Corp.), Private Placement Units Purchase Agreement (BYTE Acquisition Corp.)

Legend. The Company will issue the Private Placement Units Units, Private Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the such Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER UNIT PURCHASE AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERSBETWEEN GIGCAPITAL4, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC . AND THE OTHER PARTIES THERETO, SUBSCRIBERS NAMED THEREIN AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNIT SUBSCRIPTION AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Purchase Agreement (GigCapital4, Inc.), Unit Purchase Agreement (GigCapital4, Inc.)

Legend. The Company will issue All certificates evidencing the Private Placement Units and Private Additional Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities will shall bear the following legend: “, to the extent applicable, which legend will remain on such certificates until such time as the securities represented by such certificates are no longer subject to the legended restrictions, and there is delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend is no longer required (at which time new certificates shall be issued at the Company's expense without such legend): THIS SECURITY IS SUBJECT TO THE SECURITIES REPRESENTED HEREBY HAVE PROVISIONS OF THE STRATEGIC INVESTMENT AGREEMENT DATED AS OF SEPTEMBER 17, 2000 BETWEEN THE ISSUER AND MACROVISION CORPORATION AND MAY NOT BEEN REGISTERED BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE ISSUER. THIS SECURITY WAS SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICHOR, IN THE OPINION OF COUNSEL FOR THIS COMPANY, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY OR BASED ON OTHER WRITTEN EVIDENCE IN FORM AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT SUBSTANCE SATISFACTORY TO THE TERMS SET FORTH ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN SUCH LETTER AGREEMENTCOMPLIANCE THEREWITH.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”

Appears in 2 contracts

Samples: Strategic Investment Agreement (Digimarc Corp), Strategic Investment Agreement (Macrovision Corp)

Legend. The Company will issue certificates (if any) evidencing the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities Representative’s Securities will bear the following legendrestrictive legend (the “Legend”) and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AN UNDERWRITING AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERSVITAL HUMAN CAPITAL, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC . (THE “CORPORATION”) AND THE OTHER PARTIES THERETO, A.G.P./ALLIANCE GLOBAL PARTNERS AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNDERWRITING AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Underwriting Agreement (Vital Human Capital, Inc.), Underwriting Agreement (Vital Human Capital, Inc.)

Legend. The Company will issue the Private Placement Units Units, Private Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the such Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER UNIT PURCHASE AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERSBETWEEN GIGINTERNATIONAL1, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC . AND THE OTHER PARTIES THERETO, SUBSCRIBERS NAMED THEREIN AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNIT PURCHASE AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Purchase Agreement (GigInternational1, Inc.), Unit Purchase Agreement (GigInternational1, Inc.)

Legend. The Company will issue the Private Placement Units Warrants, and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, ENVIRONMENTAL IMPACT ACQUISITION CORP. AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP HB STRATEGIES LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Environmental Impact Acquisition Corp), Private Placement Warrants Purchase Agreement (Environmental Impact Acquisition Corp)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY BETWEEN FINTECH ACQUISITION CORP. AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CANTOR XXXXXXXXXX & CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, . AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Subscription Agreement (FinTech Acquisition Corp), Unit Subscription Agreement (FinTech Acquisition Corp)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC FINTECH ACQUISITION CORP. III AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Fintech Acquisition Corp. III), Unit Subscription Agreement (Fintech Acquisition Corp. III)

Legend. The Company will issue Subscriber understands that the Private Placement Units and Private Subscriber Shares and, when issued, the Warrant Shares, purchased by it, him or her will be “restricted securities” as that term is defined in Rule 144 under the Securities Act and that the certificate(s), if any, representing the Subscriber in the name of the Subscriber, and such securities Shares will bear a restrictive legend thereon in substantially the following legendform that appears below: “THE SECURITIES REPRESENTED HEREBY THESE SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN THEY MAY NOT BE OFFERED, SOLD, TRANSFERREDPLEDGED, PLEDGED HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR SUCH LAWS OR AN (II) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICHACT, IN BUT ONLY UPON THE HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL FOR THIS COMPANYTO THE ISSUER, OR OTHER COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER, THAT THE PROPOSED DISPOSITION IS AVAILABLE.” “CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SIMILAR SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYLAW.”

Appears in 2 contracts

Samples: Subscription Agreement (Dolphin Digital Media Inc), Subscription Agreement (Dolphin Digital Media Inc)

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Legend. The Company will issue may endorse on all Convertible Notes and on all certificates evidencing Shares (issued upon conversion of the Private Placement Units Convertible Notes) and Private the Additional Shares andan appropriate legend restricting their transfer, when issued, the Warrant Shares, purchased by the Subscriber which in the name case of the Subscriber, Convertible Notes shall be in the terms set out in Exhibit "B" hereto and such securities will bear in the following legend: “case of the Shares and the Additional Shares shall read as follows "THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT"), OR ANY STATE SECURITIES LAWS . THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM OPINION, IF REQUESTED, OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND SUCH LAWS WHICHACT"; provided, IN THE OPINION OF COUNSEL FOR THIS COMPANYthat, IS AVAILABLEno such legend shall be endorsed on any Convertible Note, Shares or Additional Shares certificates which, when issued, are no longer subject to the restrictions of this Article 13, and provided, further, that if an opinion of satisfactory counsel (in-house counsel of a Purchaser shall be deemed satisfactory counsel) which opinion shall be reasonably satisfactory to counsel for the Company concludes that the legend is no longer necessary, the Company will deliver upon transfer or exchange Convertible Notes or otherwise in connection with this Agreement, stock certificates without such legends.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”

Appears in 2 contracts

Samples: Note Purchase Agreement (Oz Management LLC), Note Purchase Agreement (Bolle Inc)

Legend. The Company will issue the Private Placement Units and Private Shares and, when issued, the Warrant Shares, Securities to be purchased by the Subscriber in the name of the SubscriberSubscriber and in such denominations to be specified by the Subscriber prior to the Sponsor Warrants Closing or the Co-Investment Units Closing, and such securities as applicable. The Securities will bear the following legendLegends and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN A SECURITIES ESCROW AGREEMENT (THE "AGREEMENT") AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE ESCROW PERIOD (AS DEFINED IN THE AGREEMENT). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”"

Appears in 2 contracts

Samples: Units Subscription Agreement (Third Wave Acquisition CORP), Investment Units Subscription Agreement (Third Wave Acquisition CORP)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, HEALTHCARE MERGER CORP. AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP HCMC SPONSOR LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 2 contracts

Samples: Unit Subscription Agreement (Healthcare Merger Corp.), Unit Subscription Agreement (Healthcare Merger Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC LOCUST WALK ACQUISITION CORP. AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Locust Walk Acquisition Corp.), Unit Subscription Agreement (Locust Walk Acquisition Corp.)

Legend. The Company will issue the Private Placement Units Units, Private Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the each Subscriber in the name of the such Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER UNIT PURCHASE AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERSBETWEEN GIGINTERNATIONAL1, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC . AND THE OTHER PARTIES THERETO, SUBSCRIBERS NAMED THEREIN AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNIT PURCHASE AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Purchase Agreement (GigInternational1, Inc.), Unit Purchase Agreement (GigInternational1, Inc.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, GLOBIS ACQUISITION CORP. AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP GLOBIS SPAC LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 2 contracts

Samples: Unit Subscription Agreement (Globis Acquisition Corp.), Unit Subscription Agreement (Globis Acquisition Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC FINTECH ACQUISITION CORP. V AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Fintech Acquisition Corp V), Unit Subscription Agreement (Fintech Acquisition Corp V)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC FTAC OLYMPUS ACQUISITION CORP. AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Subscription Agreement (FTAC Olympus Acquisition Corp.), Unit Subscription Agreement (FTAC Olympus Acquisition Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC INSURANCE ACQUISITION CORP. AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Insurance Acquisition Corp.), Unit Subscription Agreement (Insurance Acquisition Corp.)

Legend. The Company will issue Each certificate for the Private Placement Units and Private Shares and, when issued, the securities purchased under this Purchase Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and shall bear a legend as follows unless such securities will bear have been registered under the following legend: Securities Act of 1933, as amended (the “Securities Act”): “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND NEITHER LAW. THE SECURITIES NOR ANY INTEREST THEREIN REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY’S SECURITIES (FILE NO. 333-[●])) AND MAY NOT BE OFFERED, (A) SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANY, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERREDASSIGNED, PLEDGED OR OTHERWISE DISPOSED DURING HYPOTHECATED TO ANYONE OTHER THAN N BOUSTEAD SECURITIES, LLC OR BONA FIDE OFFICERS OR PARTNERS OF BOUSTEAD SECURITIES, LLC, OR (B) CAUSED TO BE THE TERM SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE LOCKUP PURSUANT TO THE TERMS SET FORTH EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYFINRA RULE 5110(E)(2).”

Appears in 2 contracts

Samples: Underwriting Agreement (Gelteq LTD), Underwriting Agreement (Gelteq LTD)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, KBL MERGER CORP. IV AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP KBL IV SPONSOR LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 2 contracts

Samples: Amended and Restated Unit Subscription Agreement (KBL Merger Corp. Iv), Unit Subscription Agreement (KBL Merger Corp. Iv)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC FTAC PARNASSUS ACQUISITION CORP. AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Subscription Agreement (FTAC Parnassus Acquisition Corp.), Unit Subscription Agreement (FTAC Parnassus Acquisition Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC LARKSPUR HEALTH ACQUISITION CORP. AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Private Units Purchase Agreement (Larkspur Health Acquisition Corp.), Unit Subscription Agreement (Larkspur Health Acquisition Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC INSU ACQUISITION CORP. III AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Insu Acquisition Corp Iii), Unit Subscription Agreement (Insu Acquisition Corp Iii)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY BETWEEN, AMONG OTHERS, FINSERV ACQUISITION CORP. AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP FINSERV HOLDINGS LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 2 contracts

Samples: Unit Subscription Agreement (FinServ Acquisition Corp.), Unit Subscription Agreement (FinServ Acquisition Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC SPORTS VENTURES ACQUISITION CORP. AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Sports Ventures Acquisition Corp.), Unit Subscription Agreement (Sports Ventures Acquisition Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY AND BETWEEN, AMONG 800 0XX XXXXXX PARTNERSOTHERS, ABRI SPAC 1, INC.. AND ABRI VENTURES I, PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 2 contracts

Samples: Private Placement Unit Subscription Agreement (Abri SPAC I, Inc.), Private Placement Unit Subscription Agreement (Abri SPAC I, Inc.)

Legend. The Company will issue the Private Placement Units Units, Private Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the such Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER UNIT PURCHASE AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERSBETWEEN GIGCAPITAL5, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC . AND THE OTHER PARTIES THERETO, SUBSCRIBERS NAMED THEREIN AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNIT SUBSCRIPTION AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Purchase Agreement (GigCapital5, Inc.), Unit Purchase Agreement (GigCapital5, Inc.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC FINTECH ACQUISITION CORP. IV AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 2 contracts

Samples: Unit Subscription Agreement (FinTech Acquisition Corp. IV), Unit Subscription Agreement (FinTech Acquisition Corp. IV)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC BIOPLUS ACQUISITION CORP. AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 1 contract

Samples: Unit Purchase Agreement (BioPlus Acquisition Corp.)

Legend. The Company will issue the Private Placement Units Warrants, and Private Shares and, when issued, issued the Warrant Underlying Shares, purchased by the Subscriber Purchaser in the name of the Subscriber, Purchaser and in such securities denominations to be specified by Purchaser. The Placement Warrants and Underlying Shares will bear the following legendlegend and appropriate "stop transfer" instructions: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO THE TERMS AND CONDITIONS CONTAINED IN A LETTER SECURITIES ESCROW AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND (THE OTHER PARTIES THERETO, “AGREEMENT”) AND MAY ONLY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO ESCROW PERIOD (AS DEFINED IN THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY).”

Appears in 1 contract

Samples: Warrant Purchase Agreement (Hambrecht Asia Acquisition Corp.)

Legend. The Each certificate and Purchaser Warrant issued pursuant to the Merger to any holder of Company will issue Common Stock, Company Preferred Stock or Warrants, as applicable, shall bear the Private Placement Units and Private Shares andlegend set forth below, when issuedor legend substantially equivalent thereto, together with any other legends that may be required by any securities laws at the time of the issuance of the Purchaser Common Stock, the Warrant Shares, purchased by Purchaser Preferred Stock and the Subscriber in the name of the Subscriber, and such securities will bear the following legendPurchaser Warrant: THE SECURITIES SHARES [UNDERLYING THE WARRANT] REPRESENTED HEREBY BY THIS CERTIFICATE [WARRANT AGREEMENT] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL (I) SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH LAWS OR (II) THE ISSUER OF THE SHARES HAS RECEIVED AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANY, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY IN FORM AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT SUBSTANCE SATISFACTORY TO THE TERMS SET FORTH ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT COMPLIANCE WITH THE COMPANYACT.

Appears in 1 contract

Samples: Merger Agreement (Hudson Capital Inc.)

Legend. The Company will issue the Shares and Private Placement Units Warrants, and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY BETWEEN THE HOLDER AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, FINANCIAL STRATEGIES ACQUISITION CORP. AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”

Appears in 1 contract

Samples: Securities Purchase Agreement (Financial Strategies Acquisition Corp.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares andPlacement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY AND BETWEEN, AMONG 800 0XX XXXXXX PARTNERSOTHERS, ABRI SPAC 2, INC.. AND ABRI VENTURES 2, PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 1 contract

Samples: Private Placement Unit Subscription Agreement (Abri SPAC 2, Inc.)

Legend. The Company will issue the Private Units, Placement Units Shares and Private Shares Placement Warrants, and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC FTAC EMERALD ACQUISITION CORP. AND THE OTHER PARTIES THERETO, THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN SUCH THE LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 1 contract

Samples: Unit Subscription Agreement (FTAC Emerald Acquisition Corp.)

Legend. The Company will issue the Private Placement Units Warrants, and Private Shares and, when issuedexercised, the Warrant SharesShares underlying the Warrants, purchased by the Subscriber Purchaser in the name of the Subscriber, and such securities Purchaser. The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, WITH PENSARE ACQUISITON CORP. AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 1 contract

Samples: Warrant Purchase Agreement (PENSARE ACQUISITION Corp)

Legend. The Company will issue Purchaser agrees that all Certificates representing the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities will bear shall have endorsed thereon the following legend: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS, INCLUDING BUT NOT LIMITED TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”)") NOR APPROVED BY ANY FEDERAL OR STATE REGULATORY AGENCY, OR ANY STATE SECURITIES LAWS AND NEITHER INCLUDING BUT NOT LIMITED TO THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANY, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETOEXCHANGE COMMISSION, AND MAY ONLY NOT BE OFFEREDOFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED SOLD OR OTHERWISE DISPOSED DURING TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE TERM SECURITIES BE TRANSFERRED ON THE BOOKS OF THE LOCKUP PURSUANT CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS, INCLUDING BUT NOT LIMITED TO THE TERMS SET FORTH ACT, OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE DISCRETION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF SHAREHOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH LETTER AGREEMENTREGISTRATION OR QUALIFICATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”"

Appears in 1 contract

Samples: Stock Purchase Agreement (American Film Technologies Inc /De/)

Legend. The Company will issue Subscriber understands that the Private Placement Units and Private Shares and, when issued, the Warrant Shares, Notes to be purchased by it, him or her will be “restricted securities” as that term is defined in Rule 144 under the Subscriber in Securities Act and that the name of certificate(s), if any, representing the Subscriber, and such securities Notes will bear a restrictive legend thereon in substantially the following legendform that appears below: “NEITHER THIS CONVERTIBLE NOTE NOR THE SECURITIES REPRESENTED HEREBY SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN THEY MAY NOT BE OFFERED, SOLD, TRANSFERREDPLEDGED, PLEDGED HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR SUCH LAWS OR AN (II) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICHACT, IN BUT ONLY UPON THE HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL FOR THIS COMPANYTO THE ISSUER, OR OTHER COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER, THAT THE PROPOSED DISPOSITION IS AVAILABLE.” “CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SIMILAR SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYLAW.”

Appears in 1 contract

Samples: Subscription Agreement (Dolphin Digital Media Inc)

Legend. The Company will issue All certificates evidencing the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities will shall bear the following legend: “, to the extent applicable, which legend will remain on such certificates until such time as the securities represented by such certificates are no longer subject to the legended restrictions, and there is delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend is no longer required (at which time new certificates shall be issued at the Company's expense without such legend): THIS SECURITY IS SUBJECT TO THE SECURITIES REPRESENTED HEREBY HAVE PROVISIONS OF THE STRATEGIC INVESTMENT AGREEMENT DATED AS OF SEPTEMBER 17, 2000 BETWEEN THE ISSUER AND KONINKLIJKE PHILIPS ELECTRONICS N.V. AND MAY NOT BEEN REGISTERED BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE ISSUER. THIS SECURITY WAS SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICHOR, IN THE OPINION OF COUNSEL FOR THIS COMPANY, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY OR BASED ON OTHER WRITTEN EVIDENCE IN FORM AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT SUBSTANCE SATISFACTORY TO THE TERMS SET FORTH ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN SUCH LETTER AGREEMENTCOMPLIANCE THEREWITH.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”

Appears in 1 contract

Samples: Strategic Investment Agreement (Digimarc Corp)

Legend. The Company will issue the Private Placement Units Units, Private Shares and Private Shares andWarrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the such Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER UNIT PURCHASE AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERSBETWEEN GIGCAPITAL6, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC . AND THE OTHER PARTIES THERETO, SUBSCRIBERS NAMED THEREIN AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNIT SUBSCRIPTION AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 1 contract

Samples: Unit Purchase Agreement (GigCapital6, Inc.)

Legend. The Company will issue the Private Placement Units and Private Each existing or replacement certificate for Shares and, when issued, the Warrant Shares, purchased now owned by the Subscriber in the name of the Subscriber, and such securities will Holders shall bear the following legendlegend upon its face: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE “SECURITIES ACT”)TRANSFER, ENCUMBRANCE, PLEDGE, ASSIGNMENT OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OTHER DISPOSITION OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANY, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE BY THIS CERTIFICATE IS SUBJECT TO LOCKUP PURSUANT TO THE CONDITIONS AND RESTRICTIONS SPECIFIED IN (1) A LETTER AGREEMENT SUBSCRIPTION AGREEMENT, DATED AS OF , BY AND BETWEEN THE COMPANY AND A CERTAIN INVESTOR AND (2) A SHAREHOLDERS' AGREEMENT, DATED AS OF JUNE 6, 1999, BY AND AMONG 800 0XX XXXXXX PARTNERSTHE COMPANY AND CERTAIN SHAREHOLDERS, INC.AS THE SAME IS AMENDED AS OF THE DATE HEREOF, PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED RESTRICTIONS HAVE BEEN FULFILLED OR OTHERWISE DISPOSED DURING THE TERM LIFTED WITH RESPECT TO SUCH TRANSFER. A COPY OF THE LOCKUP PURSUANT CONDITIONS OR AGREEMENTS REFERENCED ABOVE MAY BE OBTAINED BY THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH SECRETARY OF THE COMPANY." Each of the undersigned parties agrees that the Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in this Section 7 to enforce the provisions of this Agreement and the Company agrees to promptly do so. The legend shall be removed or modified upon termination of the conditions or restrictions set forth therein."

Appears in 1 contract

Samples: Shareholders' Agreement (Uti Corp)

Legend. The Company will issue Investor understands and agrees that the Private Placement Units and Private certificates for the Common Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities will shall bear the following legendlegend until (i) such securities shall have been registered under the Securities Act and effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the opinion of counsel for the Company such securities may be sold without registration under the Securities Act as well as any applicable "Blue Sky" or state securities laws: “THE "THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERREDPLEDGED, PLEDGED HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR SUCH LAWS OR AN (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL FOR THIS COMPANYTO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS AVAILABLE.” “CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INCACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAW., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”"

Appears in 1 contract

Samples: Tri Party Agreement (New York Regional Rail Corp)

Legend. The Company will issue Note Holder understands that the Private Placement Units and Private Exchange Shares and, when issued, the Warrant Shares, to be purchased by it, him or her will be “restricted securities” as that term is defined in Rule 144 under the Subscriber in Securities Act and that the name of certificate(s), if any, representing the Subscriber, and such securities Exchange Shares will bear a restrictive legend thereon in substantially the following legendform that appears below: “THE SECURITIES REPRESENTED HEREBY THESE SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN THEY MAY NOT BE OFFERED, SOLD, TRANSFERREDPLEDGED, PLEDGED HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR SUCH LAWS OR AN (II) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICHACT, IN BUT ONLY UPON THE HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL FOR THIS COMPANYTO THE ISSUER, OR OTHER COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER, THAT THE PROPOSED DISPOSITION IS AVAILABLE.” “CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SIMILAR SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYLAW.”

Appears in 1 contract

Samples: Debt Exchange Agreement (Dolphin Digital Media Inc)

Legend. The Company will issue certificates evidencing the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities GTII Stock will bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES ACT”), ) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION HAS BEEN DULY REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS WHICHQUALIFIED OR APPROVED UNDER APPROPRIATE STATE SECURITIES LAWS, IN OR (B) THE ISSUER HAS FIRST RECEIVED AN OPINION OF COUNSEL FOR THIS COMPANYREASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION OR APPROVAL IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYNOT REQUIRED.”

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Tech Industries Group, Inc.)

Legend. The Company will issue Buyer understands that until such time as the Private Placement Units and Private Option Shares andand/or the Note Shares, when issued(if any), have been registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise may be resold by the Buyer pursuant to Rule 144 (as amended, or any applicable rule which operates to replace said Rule) promulgated under the Securities Act ("Rule 144"), the Warrant Shares, purchased by stock certificates representing the Subscriber in the name of the Subscriber, and such securities Securities will bear a restrictive legend (the "Legend") in substantially the following legendform: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND NEITHER (COLLECTIVELY, THE "LAWS"). THE SECURITIES NOR ANY INTEREST THEREIN HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED TRANSFERRED OR OTHERWISE DISPOSED ASSIGNED IN THE ABSENCE OF EXCEPT PURSUANT TO EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT LAWS, OR SUCH LAWS OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANY(REASONABLY ACCEPTABLE TO THE ISSUER) PROVIDED TO THE ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS AVAILABLE.” “NOT REQUIRED UNDER THE SECURITIES REPRESENTED HEREBY ARE SUBJECT LAWS DUE TO LOCKUP PURSUANT AN AVAILABLE EXCEPTION TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND OR EXEMPTION FROM THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM REGISTRATION REQUIREMENTS OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENTLAWS. The Legend shall be removed and the Company will issue certificates without the Legend to the holder of the applicable Option Shares and/or Note Shares upon which the Legend is stamped, in accordance with Section 5(b).” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”

Appears in 1 contract

Samples: Note Purchase Agreement (Vfinance Inc)

Legend. The Company will issue the Private Placement Units and Private Shares and, when issued, the Warrant SharesWarrants, purchased by the Subscriber in the name of the Subscriber, and such securities . The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER PRIVATE PLACEMENT AGREEMENT BY BETWEEN SIGNAL HILL ACQUISITION CORPORATION AND AMONG 800 0XX XXXXXX PARTNERSB. XXXXX SECURITIES, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, . AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER THE UNIT SUBSCRIPTION AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 1 contract

Samples: Private Placement Agreement (Signal Hill Acquisition Corp.)

Legend. The Company will issue the Private Placement Units Warrants, and Private Shares and, when issuedexercised, the Warrant SharesShares underlying the Warrants, purchased by the Subscriber Purchaser in the name of the Subscriber, and such securities Purchaser. The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A AN INSIDER LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, WITH PENSARE ACQUISITION CORP. AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANYINSIDER LETTER.”

Appears in 1 contract

Samples: Warrant Purchase Agreement (PENSARE ACQUISITION Corp)

Legend. The Company will issue All certificates evidencing the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber, and such securities will shall bear the following legend: “, to the extent applicable, which legend will remain on such certificates until such time as the securities represented by such certificates are no longer subject to the legended restrictions, and there is delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend is no longer required (at which time new certificates shall be issued at the Company’s expense without such legend): THIS SECURITY IS SUBJECT TO THE SECURITIES REPRESENTED HEREBY HAVE PROVISIONS OF THE STRATEGIC INVESTMENT AGREEMENT DATED AS OF SEPTEMBER 17, 2000 BETWEEN THE ISSUER AND KONINKLIJKE PHILIPS ELECTRONICS N.V. AND MAY NOT BEEN REGISTERED BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE ISSUER. THIS SECURITY WAS SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICHOR, IN THE OPINION OF COUNSEL FOR THIS COMPANY, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY OR BASED ON OTHER WRITTEN EVIDENCE IN FORM AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT SUBSTANCE SATISFACTORY TO THE TERMS SET FORTH ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN SUCH LETTER AGREEMENTCOMPLIANCE THEREWITH.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”

Appears in 1 contract

Samples: Strategic Investment Agreement (Digimarc Corp)

Legend. The Company will issue the Private Placement Units and Private Shares and, when issued, the Warrant Shares, purchased by the Subscriber Purchaser in the name of the Subscriber, Purchaser and in such securities denominations to be specified by the Purchaser prior to the Closing. The Shares will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN A LOCK-UP AGREEMENT (THE “AGREEMENT”) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCK-UP PERIOD (AS DEFINED IN THE AGREEMENT). FURTHER, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANYCORPORATION, IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BY AND AMONG 800 0XX XXXXXX PARTNERS, INC., PA 2 CO-INVESTMENT LLC, CXXXX-XXXXXX CAPITAL GROUP LLC AND THE OTHER PARTIES THERETO, AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN SUCH LETTER AGREEMENT.” “SECURITIES EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.

Appears in 1 contract

Samples: Form of Stock Purchase Agreement (National Security Solutions Inc.)

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