Common use of Terms of the Private Placement Shares Clause in Contracts

Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except that (a) the Private Placement Shares will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below), or an exemption from registration is available and the restrictions described above in clause (a) have expired.

Appears in 11 contracts

Samples: Private Placement Shares Purchase Agreement (Dynamics Special Purpose Corp.), Private Placement Shares Purchase Agreement (Dynamics Special Purpose Corp.), Private Placement Shares Purchase Agreement (TCV Acquisition Corp.)

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Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except that (a) the Private Placement Shares will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below), ) or an exemption from registration is available available, and the restrictions described above in clause (a) have expired.

Appears in 10 contracts

Samples: Private Placement Shares Purchase Agreement (ARYA Sciences Acquisition Corp IV), Private Placement Shares Purchase Agreement (BCLS Acquisition Corp.), Private Placement Shares Purchase Agreement (ARYA Sciences Acquisition Corp III)

Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares that are part of the units to be offered in the Public Offering except that that: (a) the Private Placement Shares will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, ; and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below), ) or an exemption from registration is available available, and the restrictions described above in clause (a) have expired.

Appears in 3 contracts

Samples: Private Placement Share Purchase Agreement (TradeUP 88 Corp.), Private Placement Share Purchase Agreement (TradeUP Global Corp), Private Placement Share Purchase Agreement (TradeUP Global Corp)

Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except that (a) the Private Placement Shares will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, transferees and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below), ) or an exemption from registration is available available, and the restrictions described above in clause (a) have expired.

Appears in 2 contracts

Samples: Private Placement Shares Purchase Agreement (Panacea Acquisition Corp. II), Private Placement Shares Purchase Agreement (Panacea Acquisition Corp. II)

Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except that the Purchaser agrees that (a1) the Private Placement Shares will not, except in limited circumstances, be transferable transferable, assignable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b2) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a1) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below), or an exemption from registration is available and the restrictions described above in clause (a1) have expired.

Appears in 1 contract

Samples: Private Placement Shares Purchase Agreement (TortoiseEcofin Acquisition Corp. III)

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Terms of the Private Placement Shares. (i) The i)The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except that (a) the Private Placement Shares will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below), or an exemption from registration is available and the restrictions described above in clause (a) have expired.

Appears in 1 contract

Samples: Private Placement Shares Purchase Agreement (B Capital Technology Opportunities Corp.)

Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except that the Purchaser agrees that (a1) the Private Placement Shares will not, except in limited circumstances, be transferable transferable, assignable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b2) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) Error! Reference source not found. and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below), or an exemption from registration is available and the restrictions described above in clause (a) Error! Reference source not found. have expired.

Appears in 1 contract

Samples: Private Placement Shares Purchase Agreement (TortoiseEcofin Acquisition Corp. III)

Terms of the Private Placement Shares. (i) The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except that that: (a) the Private Placement Shares will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, ; and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below), ) or an exemption from registration is available available, and the restrictions described above in clause (a) have expired.

Appears in 1 contract

Samples: Private Placement Shares Purchase Agreement (Singularity Acquisition Corp.)

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