Agreement not to Redeem. Stockholder hereby agrees that Stockholder (i) shall not exercise Redemption Rights and will not elect to redeem or otherwise tender or submit for redemption any of its Securities set forth on Exhibit A hereto (“Non-Redeemed Shares”) pursuant to or in connection with the Approval or (ii) if Stockholder exercises such Redemption Rights or otherwise elects to redeem or tender or submit for redemption any of its Securities, shall revoke such Redemption Rights, redemption, or tender or submission for redemption of its Securities prior to such redemption being accepted by SPAC; provided, however, that in no event will Stockholder be required to hold a number of Securities and shares of Class A Common Stock issuable pursuant to the Commitment Shares and the Share Issuances in excess of 9.9% of the total number of shares of Class A Common Stock outstanding after giving effect to all redemptions of shares of Class A Common Stock in connection with the Extension. The SPAC covenants and agrees to publicly file a Redemption Notice (as defined below) no later than 9:00 AM Eastern Time on the business day prior to the date of the Meeting (or such earlier time as necessary to allow Stockholder the reasonable opportunity to reverse any previously submitted redemption demand in connection with the Extension).
Agreement not to Redeem. Each Stockholder hereby unconditionally and irrevocably agrees that, during the Voting Period, it shall not submit its Subject Shares for repurchase or redemption or cause its Subject Shares to be repurchased or redeemed, whether pursuant to the Redemption Offer, the right of holders of Parent Common Stock to have Parent redeem such shares if a business combination is not completed by September 13, 2014, any redemption offer by Parent in connection with the Extension, or otherwise.
Agreement not to Redeem. Shareholder irrevocably and unconditionally hereby (a) agrees that Shareholder shall not exercise Redemption Rights and will not elect to redeem or otherwise tender or submit for redemption any of its Securities pursuant to or in connection with the Approval, and (b) waives, the Redemption Rights in connection with the Approval; provided, however, if the number of shares of Common Stock of SPAC continuing to be held by Shareholder pursuant to the terms of this Agreement would cause Shareholder (together with any of its affiliates (as such term is defined in Rule 13d-5 under the Exchange Act of 1934, as amended (the “Exchange Act”)) to beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act) more than 9.99% of Common Stock outstanding after giving effect to all redemptions of shares of Common Stock in connection with the Extension, SPAC shall use commercially reasonable efforts to assist Shareholder such that Shareholder will beneficially own 9.99% or less of the shares of Common Stock outstanding after giving effect to all redemptions of shares of Common Stock in connection with the approval of the Extension.
Agreement not to Redeem. Stockholder irrevocably and unconditionally hereby (a) agrees that Stockholder shall not, and shall cause its Affiliates not to, exercise Redemption Rights and will not elect to redeem or otherwise tender or submit for redemption any of its Securities pursuant to or in connection with the Business Combination, and (b) waives, on behalf of itself and its Affiliates, the Redemption Rights.
Agreement not to Redeem. Shareholder hereby agrees that Shareholder (i) shall not exercise the Redemption Rights and will not elect to redeem or otherwise tender or submit for redemption any of the Non-Redeemed Shares (as defined below) pursuant to or in connection with the Approval or (ii) if Shareholder has exercised such Redemption Rights or otherwise has elected to redeem or tender or submit for redemption any of the Non-Redeemed Shares, Shareholder shall revoke such Redemption Rights, redemption, or tender or submission for redemption prior to such redemption being accepted by SPAC. For the purpose of this Agreement, “Non-Redeemed Shares” shall mean an amount of the Class A ordinary shares equal to the lesser of (i) 350,000 Class A ordinary shares, and (ii) 9.9% of the total number of Class A ordinary shares (or any other class of securities of the Company registered under the Securities Act and Exchange Act) that are not to be redeemed, including those Class A ordinary shares subject to non-redemption agreements with other SPAC shareholders similar to this Agreement on or about the date of the Meeting, and notwithstanding anything to the contrary herein all share quantities herein shall be automatically adjusted to ensure such result if necessary. For the avoidance of doubt, in no event will Shareholder be required to hold a number of Class A ordinary shares greater than 9.9% of the total number of Class A ordinary shares outstanding after giving effect to all redemptions of Class A ordinary shares in connection with the Extension. The SPAC covenants and agrees to publicly file a Redemption Notice (as defined below) no later than 9:00 AM Eastern Time on the business day prior to the date of the Meeting (or such earlier time as necessary to allow Shareholder the reasonable opportunity to reverse any previously submitted redemption demand in connection with the Extension).
Agreement not to Redeem. Shareholder hereby agrees that Shareholder (i) shall not exercise Redemption Rights and will not elect to redeem or otherwise tender or submit for redemption any of its Securities pursuant to or in connection with the Approval or (ii) if Shareholder exercises such Redemption rights or otherwise elects to redeem or tender or submit for redemption any of its Securities, shall revoke such Redemption Rights, redemption, or tender or submission for redemption of its Securities prior to such redemption being accepted by SPAC; provided, however, that in no event will Shareholder be required to hold a number of Securities in excess of 9.9% of Common Stock outstanding after giving effect to all redemptions of shares of Common Stock in connection with the Extension. The SPAC shall provide notice to the Shareholder by 9:00 A.M. ET on March 6, 2023 if the number of Securities shall be reduced as a result of the foregoing sentence, in all cases with sufficient time to allow the Shareholder to reverse any exercise of redemption rights with respect to the number of Securities subject to reduction.
Agreement not to Redeem. The Stockholder irrevocably and unconditionally hereby (a) agrees that the Stockholder shall not, and shall cause its Affiliates not to, elect to redeem or otherwise tender or submit for redemption or repurchase __ shares of Class A Stock held by the Stockholder (the “Non-Redeemed Securities”) pursuant to or in connection with the Merger, and (b) waives, on behalf of itself and its Affiliates, the Redemption Rights, including any notice rights in connection therewith, with respect to the Non-Redeemed Securities. In the event of a breach of this Section 1, the Stockholder irrevocably and unconditionally agrees to, or to cause one or more of its Affiliates to, subscribe for and purchase from the SPAC a number of shares of Class A Stock equal to the number of shares of Class A Stock redeemed pursuant to the Redemption Rights, for a per share purchase price equal to the amount to be received by public stockholders of the SPAC exercising their Redemption Rights under the Charter in connection with the Merger.
Agreement not to Redeem. In further consideration of the Aggregate Purchase Price, Seller hereby agrees it will not exercise its Redemption Rights and if Seller has previously elected to exercise its Redemption Rights with respect to any of its Shares, it shall properly and validly withdraw such redemption election with respect to any of its Shares within one business day of this Agreement.
Agreement not to Redeem. Stockholder irrevocably and unconditionally hereby (a) agrees that Stockholder shall not, and shall cause its Affiliates not to, elect to redeem or otherwise tender or submit for redemption any of its Securities pursuant to or in connection with the SPAC Stockholder Redemption or otherwise in connection with the Business Combination, and (b) waives, on behalf of itself and its Affiliates, the Redemption Rights. In the event of a breach of this Section 1, Stockholder irrevocably and unconditionally agrees to, or to cause one or more of its Affiliates to, subscribe for and purchase from SPAC a number of shares of Class A Stock equal to the number of shares of Class A Stock redeemed pursuant to the Redemption Rights, for a per share purchase price equal to the amount to be received by public stockholders of SPAC exercising their Redemption Rights under the Charter in connection with the Business Combination.
Agreement not to Redeem. During the term of this letter agreement, Continental General Insurance Company shall not redeem or seek redemption of any share of HC2 Preferred.
