Legends Clause Example with 162 Variations from Business Contracts
This page contains Legends clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend 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, SOL...D, 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 CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 4.2. Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement.View More
Variations of a "Legends" Clause from Business Contracts
Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and and, when issued, the Warrant Shares, purchased by the each Subscriber in the name of the each Subscriber. The Securities will bear the following Legend 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 THEREI...N 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 CORPORATION, IS AVAILABLE." "THE AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO AN INSIDER A LETTER BETWEEN, AGREEMENT AMONG OTHERS, ATHENA CONSUMER LARKSPUR HEALTH ACQUISITION CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC 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 THE INSIDER LETTER." 4 4.2. LETTER AGREEMENT." 4.2 Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's Subscribers' obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. 4.3 Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if Securities if, in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) applicable state securities laws and (iii) in compliance herewith and with the Insider Letter. Letter Agreement. 4.4 Registration Rights. The Subscriber Subscribers will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Subscriber Subscribers and the Company, on or prior to the effective date of the Registration Statement. 4 5. Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscribers hereby waive any and all right, title, interest or claim of any kind in or to any distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company's consummation of the Business Combination, or (ii) upon the Company's redemption of shares of Common Stock upon the Company's failure to consummate the Business Combination within 12 months from the Closing Date (or up to 18 months from the Closing Date if the Company extends the period of time to consummate a Business Combination, as described in more detail in the Registration Statement) or the liquidation of the Company prior to the expiration of such 12-month period (or up to 18-months period). In the event any Subscriber purchases shares of Common Stock in the IPO or in the aftermarket ("Public Shares"), such Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company's consummation of the Business Combination. For the avoidance of doubt, the Subscribers shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within 12 months from the Closing Date (or up to 18 months from the Closing Date if the Company extends the period of time to consummate a Business Combination, as described in more detail in the Registration Statement). View More
Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend 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 O...FFERED, 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 CORPORATION, IS AVAILABLE." "THE AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO AN INSIDER A LETTER BETWEEN, AGREEMENT AMONG OTHERS, ATHENA CONSUMER LARKSPUR HEALTH ACQUISITION CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC 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 THE INSIDER LETTER." 4 4.2. LETTER AGREEMENT." 4.2 Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. 4.3 Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if Securities if, in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) applicable state securities laws and (iii) in compliance herewith and with the Insider Letter. Letter Agreement. 4.4 Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. 5 5. Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company's consummation of the Business Combination, or (ii) upon the Company's redemption of shares of Common Stock upon the Company's failure to consummate the Business Combination within 12 months from the Closing Date (or up to 18 months from the Closing Date if the Company extends the period of time to consummate a Business Combination, as described in more detail in the Registration Statement) or the liquidation of the Company prior to the expiration of such 12-month period (or up to 18-months period). In the event any Subscriber purchases shares of Common Stock in the IPO or in the aftermarket ("Public Shares"), Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company's consummation of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within 12 months from the Closing Date (or up to 18 months from the Closing Date if the Company extends the period of time to consummate a Business Combination, as described in more detail in the Registration Statement). View More
Legends. Legend. The Company will issue (i) the Private Units, Placement Shares the Rights, the Warrants and Placement Warrants, the Private Unit Shares, and when issued, the Warrant Shares, Shares and the Ordinary Shares issuable upon conversion of the Rights, purchased by the Subscriber Purchaser, and (ii) the Private Shares, in each case, in the name of the Subscriber. The Purchaser. Each register and book entry for each of the Securities will bear and the Private Shares shall contain a notation, and ...each certificate (if any) evidencing the Securities and the Private Shares shall be stamped or otherwise imprinted with a legend, in substantially the following Legend and appropriate "stop transfer" instructions: "THE form THESE SECURITIES REPRESENTED HEREBY (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE AND THESE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR SUCH LAWS OR AN (C) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS WHICH, OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." SECURITIES ACT. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION AGREEMENT BETWEEN CONSTELLATION ALPHA CAPITAL CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR COWEN INVESTMENTS LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 THEREIN." 7 4.2. Subscriber's Purchaser's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's the Purchaser's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. Securities and the Private Shares. The Company shall refuse to register any transfer of the Securities, Securities or the Private Shares, if in the sole reasonable judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 Act. 4.4. Registration Rights. The Subscriber Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, with the Subscriber and the Company, Company on or prior to the closing of the IPO; provided, however, that the Purchaser may not exercise its demand and "piggy back" registration rights pursuant to such Registration Rights Agreement after five (5) and seven (7) years after the effective date of the Registration Statement. Statement, respectively, and the Purchaser may not exercise its demand registration rights thereunder more than one time. 4.5 Removal of Legend. Following the expiration of the transfer restrictions set forth herein, if any of the Securities or the Private Shares are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act, then at the Purchaser's request, the Company will cause the Company's transfer agent to remove the legend set forth in Section 4.1. In connection therewith, if required by the Company's transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend. View More
Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, Securities, purchased by the Subscriber Purchasers, in the name of the Subscriber. Purchasers. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE THESE SECURITIES REPRESENTED HEREBY (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE AND THESE SECURITIES LAWS A...ND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR SUCH LAWS OR AN (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS WHICH, OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." SECURITIES ACT. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER AGREEMENT BETWEEN KEYARCH ACQUISITION CORP. CORPORATION AND ATHENA CONSUMER ACQUISITION KEYARCH GLOBAL SPONSOR LLC LIMITED AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 4.2. Subscriber's THEREIN." 4.2 Purchasers' Compliance. Nothing in this Section 4 shall affect in any way Subscriber's the Purchasers' obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. 4.3 Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. Act. 4.4 Registration Rights. The Subscriber Purchasers will be entitled to certain registration rights with respect to the Ordinary Shares held by them which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, with the Subscriber and the Company, Company on or prior to the closing of the IPO. The Private Units issued to EarlyBirdCapital are deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1) and may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a 180-day period following the effective date of the Registration Statement. Company's initial public offering prospectus except to any selected dealer participating in the offering and the bona fide officers or partners of the underwriter and any such participating selected dealer. View More
Legends. Legend. The Company will issue the Units, Placement Shares the Warrants, the Rights and Placement Warrants, the Unit Shares, and when issued, the Warrant Shares and the Right Shares, purchased by the Subscriber Purchaser, in the name of the Subscriber. Purchaser. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE THESE SECURITIES REPRESENTED HEREBY (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIE...S ACT"), OR ANY STATE AND THESE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR SUCH LAWS OR AN (C) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS WHICH, OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." SECURITIES ACT. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER AGREEMENT BETWEEN LONGEVITY ACQUISITION CORP. CORPORATION AND ATHENA CONSUMER ACQUISITION SPONSOR LLC CANTOR FITZGERALD & CO. AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 THEREIN." 4.2. Subscriber's Purchaser's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's the Purchaser's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 Act. 4.4. Registration Rights. The Subscriber Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") the unit purchase option ("UPO") to be entered into between, among others, with the Subscriber and the Company, Company on or prior to the closing of the IPO; provided, however, that the Purchaser may not exercise its demand and "piggy back" registration rights pursuant to such UPO after five (5) and seven (7) years after the effective date of the Registration Statement, respectively, and the Purchaser may not exercise its demand registration rights thereunder more than one time. The Securities will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Offering and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period. The term "permitted transferees" shall have the meaning ascribed to such term in the Registration Statement. View More
Legends. Legend. The Company will issue the Units, Placement Shares the Rights, the Warrants and Placement Warrants, the Unit Shares, and when issued, the Right Shares and the Warrant Shares, as the case may be, purchased by the Subscriber Purchaser, in the name names of the Subscriber. respective Purchasers. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE THESE SECURITIES REPRESENTED HEREBY (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES A...CT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE AND THESE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR SUCH LAWS OR AN (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS WHICH, OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." SECURITIES ACT. 4 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER THE ESCROW AGREEMENT BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION CORP. DT ASIA INVESTMENTS LIMITED, EARLYBIRDCAPITAL, INC. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC CONTINENTAL STOCK TRANSFER AND TRUST COMPANY AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THEREIN." SECURITIES EVIDENCED BY THIS CERTIFICATE AND THE INSIDER LETTER." 4 ordinary shares OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. 4.2. Subscriber's Purchasers' Compliance. Nothing in this Section 4 shall affect in any way Subscriber's the Purchaser's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 Act. 4.4. Registration Rights. The Subscriber Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, with the Subscriber and the Company, Company on or prior to the closing of the IPO. Additionally, the Units, the Rights, the Warrants,, the Unit Shares, the Warrant Shares, and the Right Shares will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales of the IPO, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Additionally, the Units, the Rights, the Warrants, the Unit Shares, the Warrant Shares, and the Right Shares may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the effective date of the Registration Statement. registration statement relating to the IPO except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of the Purchaser and any such participating underwriter or selected dealer. 5 7. Waiver of Liquidation Distributions In connection with the Securities purchased pursuant to this Agreement, the Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions from the Trust Account. View More
Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased by the each Subscriber in the name of the such Subscriber. The Securities will bear the following Legend 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 OF...FERED, 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 CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER A UNIT SUBSCRIPTION AGREEMENT BETWEEN EVE MOBILITY ACQUISITION CORP. CORP, CANTOR FITZGERALD & CO. AND ATHENA CONSUMER ACQUISITION SPONSOR MOELIS & COMPANY LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 4.2. Subscriber's UNIT SUBSCRIPTION AGREEMENT." (b)Subscribers' Compliance. Nothing in this Section 4 shall affect in any way Subscriber's the Subscribers' obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's (c)Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 Registration herewith. (d)Registration Rights. The Subscriber Subscribers will be entitled to certain registration rights which will be governed by a registration and shareholder rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Subscriber Subscribers and the Company, on or prior to the effective date of the Registration Statement. Pursuant to the Registration Rights Agreement, the Subscribers may not exercise its demand and "piggyback" registration rights after five (5) and seven (7) years, respectively, after the effective date of the Registration Statement and may not exercise its demand rights on more than one occasion. 6 5. Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscribers hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company's redemption of Ordinary Shares sold in the Company's IPO upon the Company's failure to timely complete the Business Combination or (iv) in connection with a shareholder vote to approve an amendment to the Company's amended and restated certificate of incorporation (A) to modify the substance or timing of the Company's obligation to redeem 100% of the Company's public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to shareholders' rights or pre-Business Combination activity. In the event the Subscribers purchase Units or Ordinary Shares in the IPO or in the aftermarket, any additional Ordinary Shares so purchased shall be eligible to receive the redemption value of such Ordinary Shares upon the same terms offered to all other purchasers of Units in the IPO or Units or Ordinary Shares in the aftermarket in the event the Company fails to consummate the Business Combination. Nothing herein shall preclude either Subscriber from making any claim or seeking recourse against the Company's funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement. View More
Legends. Legend. The Company will issue the Units, Placement Shares the Warrants, the Rights and Placement Warrants, the Unit Shares, and when issued, the Warrant Shares and the Right Shares, purchased by the Subscriber Purchaser, in the name of the Subscriber. Purchaser. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE THESE SECURITIES REPRESENTED HEREBY (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIE...S ACT"), OR ANY STATE AND THESE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR SUCH LAWS OR AN (C) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS WHICH, OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." SECURITIES ACT. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER AGREEMENT BETWEEN GREENLAND ACQUISITION CORP. CORPORATION AND ATHENA CONSUMER ACQUISITION SPONSOR CHARDAN CAPITAL MARKETS, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 THEREIN." 4.2. Subscriber's Purchaser's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's the Purchaser's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 Act. 4.4. Registration Rights. The Subscriber Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") the unit purchase option ("UPO") to be entered into between, among others, with the Subscriber and the Company, Company on or prior to the closing of the IPO; provided, however, that the Purchaser may not exercise its demand and "piggy back" registration rights pursuant to such UPO after five (5) and seven (7) years after the effective date of the Registration Statement, respectively, and the Purchaser may not exercise its demand registration rights thereunder more than one time. The Securities will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Offering and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period. The term "permitted transferees" shall have the meaning ascribed to such term in the Registration Statement. View More
Legends. Legend. The Company will issue the Units, Placement Shares the Warrants and Placement Warrants, the Unit Shares, and when issued, the Warrant Shares, purchased by the Subscriber Purchaser, in the name of the Subscriber. Purchaser. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE THESE SECURITIES REPRESENTED HEREBY (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE AND THESE S...ECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR SUCH LAWS OR AN (C) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS WHICH, OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." SECURITIES ACT. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER AGREEMENT BETWEEN TENZING ACQUISITION CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR MAXIM GROUP LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 THEREIN." 4.2. Subscriber's Purchaser's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's the Purchaser's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 Act. 4 4.4. Registration Rights. The Subscriber Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, with the Subscriber and the Company, Company on or prior to the closing of the IPO; provided, however, that the Purchaser may not exercise its demand and "piggy back" registration rights pursuant to such Registration Rights Agreement after five (5) and seven (7) years after the effective date of the registration statement relating to the IPO, respectively, and the Purchaser may not exercise its demand registration rights thereunder more than one time. The Securities will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Offering and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period. The term "permitted transferees" shall have the meaning ascribed to such term in the Registration Statement. View More
Legends. Legend. The Company will issue the Units, Placement Shares the Warrants, the Rights and Placement Warrants, the Unit Shares, and when issued, the Warrant Shares and the Right Shares, purchased by the Subscriber Purchaser, in the name of the Subscriber. Purchaser. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE THESE SECURITIES REPRESENTED HEREBY (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIE...S ACT"), OR ANY STATE AND THESE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR SUCH LAWS OR AN (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS WHICH, OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." SECURITIES ACT. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER AGREEMENT BETWEEN METAL SKY STAR ACQUISITION CORP. CORPORATION AND ATHENA CONSUMER ACQUISITION SPONSOR LLC M-STAR MANAGEMENT CORPORATION AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 THEREIN." 4.2. Subscriber's Purchaser's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's the Purchaser's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 Act. 4.4. Registration Rights. The Subscriber Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, with the Subscriber and the Company, Company on or prior to the effective date closing of the Registration Statement. IPO. 4 5. Lockup The Purchaser acknowledges and agrees that the Units, the Warrants, the Rights, the Unit Shares, the Warrant Shares and the Right Shares shall not be transferable, saleable or assignable until thirty (30) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a "Business Combination"), except to permitted transferees (as defined in the Insider Letter). View More
