upon redemption or liquidation, if the Company fails to consummate a Business Combination (the Liquidation); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole number of warrants may be exercised at any given time by a holder thereof. As used herein, the term Business Combination (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses involving the Company.
The Company has entered into an Investment Management Trust Agreement, effective as of March 1, 2021, with Continental Stock Transfer & Trust Company (CST), as trustee, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the Trust Agreement), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a U.S. based trust account (the Trust Account) for the benefit of the Company, the Underwriters and the holders of the Firm Units and the Optional Units, if and when issued in each case as described more fully in the Prospectus.
The Company has entered into a Warrant Agreement, effective as of March 1, 2021, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the Warrant Agreement), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and Private Placement Warrants.
The Company has entered into Subscription Agreements, dated as of December 3, December 4 and December 6, 2020, with HLI Sponsor, LLC, a Delaware limited liability company (the Sponsor) and certain of the Companys director nominees, as filed as Exhibits 10.3, 10.4 and 10.5, respective, to the Registration Statement (collectively, the Subscription Agreements), pursuant to which the Sponsor and such director nominees then held an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (including the shares of Common Stock issuable upon conversion thereof, the Founder Shares), which it received for an aggregate purchase price of $25,000. The Founder Shares are substantially similar to the shares of Common Stock included in the Units, except as described in the Prospectus.
The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of March 1, 2021, with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement (the Warrant Purchase Agreement), pursuant to which the Sponsor agreed to purchase an aggregate of 5,100,000 warrants (or 5,600,000 warrants if the Underwriters over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the Private Placement Warrants), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Prospectus.