Transfer and Exchange of Warrant Clause Example with 309 Variations from Business Contracts

Transfer and Exchange of Warrant. 5.1 Registration of Transfer. The Warrant Agent Company shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the... old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. Company. 5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, Company, together with a written request for exchange or transfer, and thereupon the Warrant Agent Company shall issue in exchange therefor one or more new Warrants, or book entry positions, Warrants as requested by the registered holder Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. . 7 5.3 Fractional Warrants. The Warrant Agent Company shall not be required to effect any registration of transfer or exchange which will shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units. warrant. 5.4 Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants. 5.5 [Reserved] 6. [Reserved] 7. Other Provisions Relating to Rights of Holders of Warrants. 7.1 No Rights as Stockholder. A Warrant Execution does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter. 7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and Countersignature. date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone. 7.3 Reservation of Common Stock. The Warrant Agent is hereby Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to countersign and to deliver, permit the exercise in accordance with the terms full of this Agreement, the all outstanding Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 5.6 Transfers prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on or after the Detachment Date. Agreement. View More

Transfer and Exchange of Warrant. 5.1 5.1. Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be canc...elled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 5.2 8 5.2. Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a written request for exchange or transfer, transfer reasonably acceptable to Warrant Agent, duly executed by the registered holder thereof, or by a duly authorized attorney, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants, or book entry positions, Warrants as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. 5.3 Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. 5.3. Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate or book-entry position Warrant Certificate for a fraction of a warrant, except as part of the Units. 5.4 Warrant. 5.4. Service Charges. No A service charge shall be made for any exchange or registration of transfer of Warrants. 5.5 Warrants, as negotiated between Company and Warrant Execution Agent. 6 .. Redemption. 6.1 Redemption of Warrants for when the price per share of Common Stock equals or exceeds $6.81 per share. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and Countersignature. prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at the price (the "Redemption Price") of $0.0001 per Warrant, provided that the last reported sales price of the Common Stock reported has been at least $6.81 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) consecutive business days ending on the third Business Day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below). 6.2 Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section 6.1, the Company shall fix a date for the redemption (the "Redemption Date"). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the "30-day Redemption Period") to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. 6.3 Exercise After Notice of Redemption. The Warrant Agent is hereby authorized to countersign and to deliver, Warrants may be exercised, for cash (or on a "cashless basis" in accordance with subsection 3.3.7 above), at any time after notice of redemption shall have been given by the terms Company pursuant to Section 6.2 hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 5.6 Transfers prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer further rights except to receive, upon surrender of Warrants on or after the Detachment Date. Warrants, the Redemption Price. View More

Transfer and Exchange of Warrant. 5.1 Registration 5.1.Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Private Placement Warrant upon the Warrant Register, upon surrender of such Private Placement Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Private Placement 10 Warrant representing an equal aggregate... number of Private Placement Warrants shall be issued and the old Private Placement Warrant shall be cancelled by the Warrant Agent. In the case of certificated Private Placement Warrants, the Private Placement Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 5.2 Procedure 5.2.Procedure for Surrender of Warrants. Private Placement Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants, or book entry positions, Private Placement Warrants as requested by the registered holder Registered Holder of the Private Placement Warrants so surrendered, representing an equal aggregate number of Private Placement Warrants; provided, however, that except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book- Entry Warrant may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however that in the event that a Private Placement Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Private Placement Warrant and issue new Private Placement Warrants in exchange therefor thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Private Placement Warrants must also bear a restrictive legend. 5.3 Fractional 5.3.Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will shall result in the issuance of a warrant certificate or book-entry book- entry position for a fraction of a warrant, except as part of the Private Placement Units. 5.4 Service 5.4.Service Charges. No service charge shall be made for any exchange or registration of transfer of Private Placement Warrants. 5.5 Warrant 5.5.Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Private Placement Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will shall supply the Warrant Agent with Private Placement Warrants duly executed on behalf of the Company for such purpose. 5.6 Transfers prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on or after the Detachment Date. View More

Transfer and Exchange of Warrant. 5.1 5.1. Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Private Warrant upon the Warrant Register, upon surrender of such Private Warrant for transfer, properly endorsed with signatures, in the case of certificated Private Warrants, properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Private Warrant representing an equal aggregate number of Private Warrants shall be issued and ...the old Private Warrant shall be cancelled by the Warrant Agent. In the case of certificated Private Warrants, the Private Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 5.2 5.2. Procedure for Surrender of Warrants. Private Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Private Warrants, or book entry positions, as requested by the registered holder of the Private Warrants so surrendered, representing an equal aggregate number of Private Warrants; provided, however, that in the event that a Private Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Private Warrant and issue new Private Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Private Warrants must also bear a restrictive legend. 5.3 5.3. Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units. 5.4 Private Warrant. 5.4. Service Charges. No service charge shall be made for any exchange or registration of transfer of Private Warrants. 5.5 5.5. Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Private Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Private Warrants duly executed on behalf of the Company for such purpose. 5.6 Transfers prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such 5.6. Transfer. The Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the Agent shall not register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of the Private Warrants on or until thirty (30) days after the Detachment Date. consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the initial stockholders' or the Company's officers, directors, consultants or their affiliates, (ii) to a holder's stockholders or members upon the holder's liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder's immediate family or to a trust, the beneficiary of which is the holder or a member of the holder's immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company's liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company's stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company's prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section and any other applicable agreement the transferor is bound by. View More

Transfer and Exchange of Warrant. 5.1 5.1. Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Private Warrant upon the Warrant Register, upon surrender of such Private Warrant for transfer, properly endorsed with signatures, in the case of certificated Private Warrants, properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Private Warrant representing an equal aggregate number of Private Warrants shall be issued and ...the old Private Warrant shall be cancelled by the Warrant Agent. In the case of certificated Private Warrants, the Private Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 5.2 5.2. Procedure for Surrender of Warrants. Private Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Private Warrants, or book entry positions, as requested by the registered holder of the Private Warrants so surrendered, representing an equal aggregate number of Private Warrants; provided, however, that in the event that a Private Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Private Warrant and issue new Private Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Private Warrants must also bear a restrictive legend. 5.3 5.3. Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units. 5.4 Private Warrant. 5.4. Service Charges. No service charge shall be made for any exchange or registration of transfer of Private Warrants. 5.5 5.5. Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Private Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Private Warrants duly executed on behalf of the Company for such purpose. 5.6 Transfers prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such 5.6. Transfer. The Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the Agent shall not register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of the Private Warrants on or until after the Detachment Date. consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the initial stockholders' or the Company's officers, directors, consultants or their affiliates, (ii) to a holder's stockholders or members upon the holder's liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder's immediate family or to a trust, the beneficiary of which is the holder or a member of the holder's immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company's liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company's stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company's prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section and any other applicable agreement the transferor is bound by. View More

Transfer and Exchange of Warrant. 5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, signatures properly guaranteed by an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association and accompanied by appropriate instructions for transfer. transfer, a...s well as any other evidence of authority that may be reasonably required by the Warrant Agent. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 5.2 request.5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a written request for exchange or transfer, transfer reasonably acceptable to the Warrant Agent, duly executed by the Registered Holder thereof, or by a duly authorized attorney, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants, or book entry positions, Warrants as requested by the registered holder Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in the event that a any Book-Entry Warrant surrendered for transfer bears a restrictive legend, the Certificate, each Book-Entry Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer Certificate may be made transferred only in whole and indicating whether only to the new Warrants must also bear Depository, to another nominee of the Depository, to a restrictive legend. 5.3 successor depository, or to a nominee of a successor depository.5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will shall result in the issuance of a warrant certificate Book-Entry Warrant Certificate or book-entry position Warrant Certificate for a fraction of a warrant, except as part of the Units. 5.4 Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants. 5.5 Warrant.5.4 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, 5 and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 5.6 Transfers purpose.6. Other Provisions Relating to Rights of Holders of Warrants.6.1 No Rights as Stockholder. Except as otherwise specifically provided herein, a Registered Holder, solely in its capacity as a holder of a Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon a Registered Holder, solely in its capacity as the Registered Holder of a Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to Detachment. Prior the issuance to the Detachment Date, Registered Holder of the Public Warrants may be transferred Warrant Shares which it is then entitled to receive upon the due exercise of a Warrant. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder.6.2 Lost, Stolen, Mutilated, or exchanged only together with Destroyed Warrants. If any Warrant Certificate is lost, stolen, mutilated, or destroyed, absent notice to the Unit in which Company or the Warrant Agent that such Warrant is included, Certificate has been acquired by a "protected" purchaser, the Company may, upon receipt by the Warrant Agent of an open penalty surety bond satisfactory to it and only for holding it and Company harmless, or otherwise as the purpose of effecting, or Company and the Warrant Agent may in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer their discretion impose (which shall, in the case of a Unit on mutilated Warrant, include the register relating surrender thereof), issue a new Warrant Certificate of like denomination, tenor, and date as the Warrant Certificate so lost, stolen, mutilated, or destroyed, and countersigned by the Warrant Agent. Any such new Warrant Certificate shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant Certificate shall be at any time enforceable by anyone. The Warrant Agent may, at its option, issue replacement Warrant Certificates for mutilated certificates upon presentation thereof without such indemnity.6.3 Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to such Units shall operate also permit the exercise in full of all outstanding Warrants issued pursuant to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on or after the Detachment Date. Agreement. View More

Transfer and Exchange of Warrant. 5.1 5.1. Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be canc...elled by the Warrant Agent. In the case of certificated Warrants, the The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 5.2 5.2. Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants, or book entry positions, Warrants as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. 5.3 5.3. Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units. 5.4 warrant. 5.4. Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants. 5.5 5.5. Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 5.6 Transfers prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such 5.6. Private Placement Warrants. The Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the Agent shall not register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Private Placement Warrants on or until the 31st day after the Detachment Date. consummation by the Company of an initial Business Combination, except for transfers (i) to the Company's executive officers or directors, any affiliates or family members of any of the Company's executive officers or directors, any members of the Sponsor or any affiliates or family members of members of the Sponsor, or any affiliates (or their employees) of the Sponsor, (ii) in the case of an individual, by gift to a member of the individual's immediate family or to a trust, the beneficiary of which is a member of the individual's immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased; (vi) in the case of an entity, as a distribution to its partners, shareholders or members upon its liquidation; (vii) to the Company for no value for cancellation; or (viii) by virtue of the laws of Delaware or the Sponsor's limited liability company agreement upon dissolution of the Sponsor or any holder (each a "permitted transferee"); provided, however, that in the case of clauses (i) through (vi) and (viii) such permitted transferees must enter into a written agreement agreeing to be bound by the transfer restrictions set forth herein. View More

Transfer and Exchange of Warrant. 5.1 Registration 5.1.Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant s...hall be cancelled by the Warrant Agent. In the case of certificated Warrants, the The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 5.2 Procedure 5.2.Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants, or book entry positions, Warrants as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. 5.3 Fractional 5.3.Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units. 5.4 Service warrant. 5.4.Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants. 5.5 Warrant 7 5.5.Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 5.6 Transfers prior to Detachment. Prior to the Detachment Date, the Public 5.6.Private Warrants may be transferred or exchanged only together with the Unit in which such and $15 Exercise Price Sponsor Warrants. The Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the Agent shall not register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Private Warrants on or $15 Exercise Price Sponsor Warrants until after the Detachment Date. consummation by the Company of a Business Combination, except for transfers made in accordance with (a) in the case of Private Warrants, the Private Units Purchase Agreement between the Company and 1347 Investors (the "Private Units Purchase Agreement") and (b) in the case of the $15 Exercise Price Sponsor Warrants, the $15 Exercise Price Sponsor Warrants Purchase Agreement between the Company and 1347 Investors (the "$15 Exercise Price Sponsor Warrants Purchase Agreement"), in each case on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the terms of the Private Units Purchase Agreement (in the case of the Private Warrants) or the $15 Exercise Price Sponsor Warrants Purchase Agreement (in the case of the $15 Exercise Price Sponsor Warrants). View More

Transfer and Exchange of Warrant. 5.1 Registration 5.1.Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant s...hall be cancelled by the Warrant Agent. In the case of certificated Warrants, the The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 5.2 Procedure 5.2.Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants, or book entry positions, Warrants as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. 5.3 Fractional 5.3.Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units. 5.4 Service warrant. 5.4.Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants. 5.5 Warrant 5.5.Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 5.6 Transfers prior to Detachment. Prior to the Detachment Date, the Public 7 5.6.Private Warrants may be transferred or exchanged only together with the Unit in which such and $15 Exercise Price Sponsor Warrants. The Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the Agent shall not register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Private Warrants on or $15 Exercise Price Sponsor Warrants until after the Detachment Date. consummation by the Company of a Business Combination, except for transfers made in accordance with (a) in the case of Private Warrants, the Private Units Purchase Agreement between the Company and 1347 Investors (the "Private Units Purchase Agreement") and (b) in the case of the $15 Exercise Price Sponsor Warrants, the $15 Exercise Price Sponsor Warrants Purchase Agreement between the Company and 1347 Investors (the "$15 Exercise Price Sponsor Warrants Purchase Agreement"), in each case on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the terms of the Private Units Purchase Agreement (in the case of the Private Warrants) or the $15 Exercise Price Sponsor Warrants Purchase Agreement (in the case of the $15 Exercise Price Sponsor Warrants). View More

Transfer and Exchange of Warrant. 5.1 5.1. Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by th...e Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 5.2 5.2. Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. 5.3 5.3. Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units. 5.4 8 5.4. Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants. 5.5 5.5. Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 5.6 5.6. Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor; (b) in the case of an individual, by gift to a member of one of the members of the individual's immediate family or to a trust, the beneficiary of which is a member of one of the individual's immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial business combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of our liquidation prior to the completion of our initial business combination; (g) by virtue of the laws of Delaware or our sponsor's limited liability company agreement upon dissolution of our sponsor; or (h) in the event of our liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (e) or (g) these permitted transferees (each, a "Permitted Transferee") must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this prospectus). 5.7. Transfers prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 5.7 shall have no effect on any transfer of Warrants on or after the Detachment Date. View More