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: (a) as provided in that letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, the Purchaser and each of the Company’s officers, directors and director nominees, 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 the Letter Agreement 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 6 contracts
Samples: Private Placement Shares Purchase Agreement (Fifth Wall Acquisition Corp. III), Private Placement Shares Purchase Agreement (Fifth Wall Acquisition Corp. III), Private Placement Shares Purchase Agreement (Fifth Wall Acquisition Corp. I)
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: (a) as provided in that letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, the Purchaser and each of the Company’s officers, directors and director nominees, 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 the Letter Agreement and they are registered pursuant to the Registration and Shareholder Stockholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired.
Appears in 4 contracts
Samples: Private Placement Shares Purchase Agreement (Fifth Wall Acquisition Corp. II), Private Placement Share Purchase Agreement (Research Alliance Corp. II), Private Placement Share Purchase Agreement (Research Alliance 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: (a) as provided in that letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, the Purchaser and each of the Company’s officers, directors and director nominees, 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 the Letter Agreement 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 2 contracts
Samples: Private Placement Shares Purchase Agreement (AltC Acquisition Corp.), Private Placement Shares Purchase Agreement (AltC Acquisition Corp.)
