Common use of Restrictions on Transfer Clause in Contracts

Restrictions on Transfer. It acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 84 contracts

Samples: Private Placement Units Purchase Agreement (Churchill Capital Corp IX/Cayman), Unit Subscription Agreement (Blue Safari Group Acquisition Corp), Unit Subscription Agreement (Embrace Change Acquisition Corp.)

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Restrictions on Transfer. It acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. In addition to the foregoing, the Purchaser acknowledges and agrees that it will be executing an insider letter and lockup agreement with the Company and Ladenburg Txxxxxxx & Co Inc. as underwriters’ representative, further restricting the Purchaser’s ability and rights to transfer any Securities.

Appears in 11 contracts

Samples: Private Placement Unit Subscription Agreement (Metal Sky Acquisition Corp), Private Placement Unit Subscription Agreement (Golden Star Acquisition Corp), Private Placement Unit Subscription Agreement (Alpha Star Acquisition Corp)

Restrictions on Transfer. It acknowledges and understands that the Representative’s Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Representative’s Securities have not been registered under the Securities Act, Act and, if in the future, future it decides to offer, resell, pledge or otherwise transfer the Representative’s Securities, such Representative’s Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”)Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities Representative’s Securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, it acknowledges and understands that the Representative’s Securities are subject to transfer restrictions as described in Section 1.3.2 hereof. It agrees that if any transfer of its Representative’s Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the CompanyCompany with respect to such transfer. Absent registration or another available exemption from registration, it agrees that it will not resell the SecuritiesRepresentative’s Securities (unless otherwise permitted pursuant to the terms hereof). It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Representative’s Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 10 contracts

Samples: Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (FG Merger Corp.)

Restrictions on Transfer. It Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, Act and, if in the future, it future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”)Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the CompanyCompany with respect to such transfer. Absent registration or another available exemption from registration, it Subscriber agrees it will not resell the SecuritiesSecurities (unless otherwise permitted pursuant to the Insider Letter, as described in the Registration Statement). It Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to it Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 8 contracts

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

Restrictions on Transfer. It acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one one-year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 7 contracts

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

Restrictions on Transfer. It Investor acknowledges and understands the Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it future Investor decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It Investor agrees that if any transfer of its his Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it Investor may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it Investor agrees it will not resell the Securities. It Investor further acknowledges that because the Company is a shell company, company Rule 144 may not be available to it Investor for the resale of the Securities until the one year anniversary following the consummation of the initial Business Combination (defined below) of the CompanyCompany and the filing of the applicable “Form 10 Information” in respect of such initial Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 6 contracts

Samples: Warrant Purchase Agreement (BGS Acquisition Corp.), Warrants Purchase Agreement (BGS Acquisition Corp.), Warrant Purchase Agreement (BGS Acquisition Corp.)

Restrictions on Transfer. It acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. In addition to the foregoing, the Purchaser acknowledges and agrees that it will be executing an insider letter and lockup agreement with the Company and Ladenburg Xxxxxxxx & Co Inc. as underwriters’ representative, further restricting the Purchaser’s ability and rights to transfer any Securities.

Appears in 5 contracts

Samples: Private Placement Unit Subscription Agreement (Forest Acquisition Corp.), Private Placement Unit Subscription Agreement (Giant Oak Acquisition Corp), Private Placement Unit Subscription Agreement (Qomolangma Acquisition Corp.)

Restrictions on Transfer. It acknowledges and understands the Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 5 contracts

Samples: Warrant Subscription Agreement (ASPAC I Acquisition Corp.), Warrant Subscription Agreement (SPAC II Acquisition Corp.), Warrant Subscription Agreement (Colombier Acquisition Corp. Ii)

Restrictions on Transfer. It acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 5 contracts

Samples: Unit Subscription Agreement (Pacific Special Acquisition Corp.), Unit Subscription Agreement (DT Asia Investments LTD), Amended and Restated Unit Subscription Agreement (Pacific Special Acquisition Corp.)

Restrictions on Transfer. It The Sponsor acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it future the Sponsor decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It The Sponsor agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it the Sponsor may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it the Sponsor agrees it will not resell the Securities. It The Sponsor further acknowledges that because the Company is a shell company, Rule 144 may will not be available to it the Sponsor for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Company pursuant to Rule 144 and the release or waiver of any contractual transfer restrictions144(i).

Appears in 3 contracts

Samples: Securities Purchase Option Agreement (ROI Acquisition Corp.), Securities Purchase Option Agreement (ROI Acquisition Corp.), Securities Purchase Option Agreement (ROI Acquisition Corp.)

Restrictions on Transfer. It Investor acknowledges and understands the Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it future Investor decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144144 ”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It Investor agrees that if any transfer of its his Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it Investor may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it Investor agrees it will not resell the Securities. It Investor further acknowledges that because the Company is a shell company, company Rule 144 may not be available to it Investor for the resale of the Securities until the one year anniversary following the consummation of the initial Business Combination (defined below) of the CompanyCompany and the filing of the applicable “Form 10 Information” in respect of such initial Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 3 contracts

Samples: Warrants Purchase Agreement (BGS Acquisition Corp.), Warrant Purchase Agreement (BGS Acquisition Corp.), Warrant Purchase Agreement (BGS Acquisition Corp.)

Restrictions on Transfer. It Sponsor acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it future the Sponsor decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”)Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It Sponsor agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it Sponsor may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it the Sponsor agrees it will not resell the Securities. It Sponsor further acknowledges that because the Company is a shell company, Rule 144 may not be available to it the Sponsor for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) Transaction of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

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)

Restrictions on Transfer. It Subscriber acknowledges and understands the Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”)Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it Subscriber agrees it will not resell the Securities. It Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to it Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) Transaction of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 2 contracts

Samples: Warrant Subscription Agreement (Australia Acquisition Corp), Warrant Subscription Agreement (Australia Acquisition Corp)

Restrictions on Transfer. It Subscriber acknowledges and understands the Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”)Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it Subscriber agrees it will not resell the Securities. It Subscriber further acknowledges that because the Company is a shell company, company Rule 144 may not be available to it Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) Transaction of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 2 contracts

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

Restrictions on Transfer. It Bxxxxxx acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it future Bxxxxxx decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It Bxxxxxx agrees that if any transfer of its his Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it Bxxxxxx may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it Bxxxxxx agrees it he will not resell the Securities. It Bxxxxxx further acknowledges that because the Company is a shell company, Rule 144 may will not be available to it Bxxxxxx for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Company pursuant to Rule 144 and the release or waiver of any contractual transfer restrictions144(i).

Appears in 2 contracts

Samples: Unit Purchase Agreement (ROI Acquisition Corp.), Unit Purchase Agreement (ROI Acquisition Corp.)

Restrictions on Transfer. It acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one one-year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 2 contracts

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

Restrictions on Transfer. It acknowledges and understands that the Units Representative’s Securities are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Representative’s Securities have not been registered under the Securities Act, Act and, if in the future, future it decides to offer, resell, pledge or otherwise transfer the Representative’s Securities, such Representative ’ s Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”)Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other ether jurisdiction. Notwithstanding the foregoing, it acknowledges and understands that the Representative’s Securities are subject to transfer restrictions as described in Section 1.3.2 hereof. It agrees that if any transfer of its Representative’s Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the CompanyCompany with respect to such transfer. Absent registration or another available exemption exemptio e from registration, it agrees that it will not resell the SecuritiesRepresentative’s Securities (unless otherwise permitted pursuant to the terms hereof). It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Representative’s Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

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

Restrictions on Transfer. It Sponsor acknowledges and understands the Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it future Sponsor decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It Sponsor agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it Sponsor may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it Sponsor agrees it will not resell the Securities. It Sponsor further acknowledges that because the Company is a shell company, company Rule 144 may not be available to it Sponsor for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Sponsor Warrants Purchase Agreement (Blue Wolf Mongolia Holdings Corp.)

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Restrictions on Transfer. It acknowledges and understands the Units Securities are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. In addition to the foregoing, the Purchaser acknowledges and agrees that it will be executing the Insider Letter (as defined below) and lockup agreement with the Company and Ladenburg Xxxxxxxx & Co Inc. as underwriters’ representative, further restricting the Purchaser’s ability and rights to transfer any Securities.

Appears in 1 contract

Samples: Private Placement Warrant Purchase Agreement (Mana Capital Acquisition Corp.)

Restrictions on Transfer. It acknowledges and understands the Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Warrant Subscription Agreement (DT Asia Investments LTD)

Restrictions on Transfer. It acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees itagrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Unit Subscription Agreement (DT Asia Investments LTD)

Restrictions on Transfer. It Sponsor acknowledges and understands the Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it future Sponsor decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (Rule 144144 ”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It Sponsor agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it Sponsor may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it Sponsor agrees it will not resell the Securities. It Sponsor further acknowledges that because the Company is a shell company, company Rule 144 may not be available to it Sponsor for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Sponsor Warrants Purchase Agreement (Azteca Acquisition Corp)

Restrictions on Transfer. It Sponsor acknowledges and understands the Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it future Sponsor decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It Sponsor agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it Sponsor may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it Sponsor agrees it will not resell the Securities. It Sponsor further acknowledges that because the Company is a shell company, Rule 144 may not be available to it Sponsor for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Sponsor Warrants Purchase Agreement (ROI Acquisition Corp.)

Restrictions on Transfer. It Subscriber acknowledges and understands the Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities Warrants have not been registered under the Securities Act, and, if in the future, it future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesWarrants, such Securities Warrants may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”)Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It Subscriber agrees that if any transfer of its Securities Warrants or any interest therein is proposed to be made, as a condition precedent to any such transfer, it Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it the Subscriber agrees it will not resell the SecuritiesWarrants. It Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to it the Subscriber for the resale of the Securities Warrants until the one year anniversary following after consummation of the initial Business Combination (defined below) business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Subscription Agreement (Indas Green Acquisition CORP)

Restrictions on Transfer. It Subscriber acknowledges and understands the Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities Warrants have not been registered under the Securities Act, and, if in the future, it future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesWarrants, such Securities Warrants may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”)Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It Subscriber agrees that if any transfer of its Securities Warrants or any interest therein is proposed to be made, as a condition precedent to any such transfer, it Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it the Subscriber agrees it will not resell the SecuritiesWarrants. It Subscriber further acknowledges that because the Company is a shell company, company and Rule 144 may not be available to it the Subscriber for the resale of the Securities Warrants until the one year anniversary after following consummation of the initial Business Combination (defined below) business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Subscription Agreement (Indas Green Acquisition CORP)

Restrictions on Transfer. It acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. In addition to the foregoing, the Purchaser acknowledges and agrees that it will be executing an insider letter and lockup agreement with the Company and EX Xxxxxx, division of Benchmark Investments, LLC, as underwriters’ representative, further restricting the Purchaser’s ability and rights to transfer any Securities.

Appears in 1 contract

Samples: Private Placement Unit Subscription Agreement (Genesis Unicorn Capital Corp.)

Restrictions on Transfer. It acknowledges and understands the Units Shares are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Appears in 1 contract

Samples: Subscription Agreement (Angkasa-X Holdings Corp.)

Restrictions on Transfer. It acknowledges and understands the Private Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one one-year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. In addition to the foregoing, the Purchaser acknowledges and agrees that it will be executing an insider letter and lockup agreement with the Company and EarlyBirdCapital as underwriters’ representative, further restricting the Purchaser’s ability and rights to transfer any Securities.

Appears in 1 contract

Samples: Private Placement Unit Subscription Agreement (Keyarch Acquisition Corp)

Restrictions on Transfer. It Xxxxxxx acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it future Xxxxxxx decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It Xxxxxxx agrees that if any transfer of its his Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it Xxxxxxx may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it Xxxxxxx agrees it he will not resell the Securities. It Xxxxxxx further acknowledges that because the Company is a shell company, Rule 144 may will not be available to it Xxxxxxx for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Company pursuant to Rule 144 and the release or waiver of any contractual transfer restrictions144(i).

Appears in 1 contract

Samples: Unit Purchase Agreement (ROI Acquisition Corp.)

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