AGREEMENTS OF THE INVESTOR Sample Clauses

AGREEMENTS OF THE INVESTOR. 1.1 The Investor covenants and agrees to reverse and revoke any prior redemption elections made with respect to the Shares and that, prior to the Termination Date, neither it nor any of its affiliates shall (a) directly or indirectly Transfer (other than to any fund or account managed by the same investment manager as the Investor) any of the Shares, or any voting or economic interest therein, as of and following the date hereof through the earlier of (i) the Closing of the Business Combination and (ii) the termination of the Merger Agreement in accordance with its terms, or (b) exercise any redemption rights under the Amended and Restated Certificate of Incorporation of SPAC in connection with the Business Combination or the SPAC Stockholders Meeting, with respect to the Shares (collectively, the “Redemption Rights”). For purposes hereof, “Transfer” shall mean, with respect to the Shares, the transfer, sale, offer, exchange, assignment, pledge (other than pursuant to standardized pledge arrangements with the Investor’s prime brokers) or other disposition. For the avoidance of doubt, nothing in this Agreement shall limit or restrict Investor’s right to conduct any transfer, sale, offer, exchange, assignment, pledge (other than pursuant to standardized pledge arrangements with the Investor’s prime brokers) or other disposition of any Company Shares on or after the Closing Date.
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AGREEMENTS OF THE INVESTOR. Section 1.01. The Investor hereby irrevocably waives any right that it may have to elect to have SPAC redeem any Investor Shares and agrees, for the benefit of SPAC, not to redeem, or to submit a request to SPAC’s transfer agent to redeem or otherwise exercise any right to redeem, the Investor Shares and to reverse and revoke any prior redemption elections made with respect to the Investor Shares; provided that SPAC acknowledges and agrees that the Investor may own additional shares of SPAC Class A Common Stock in excess of the Investor Shares (the “Other Shares”) and nothing herein shall restrict any rights of the Investor with respect to such Other Shares, including, without limitation, the right to redeem, or to submit a request to SPAC’s transfer agent to redeem or otherwise exercise any right with respect to such Other Shares. During the period commencing on the date hereof until the earlier of (a) the SPAC redemption deadline and (b) the termination of this Agreement pursuant to its terms, the Investor shall not sell or otherwise transfer the Investor Shares to any person unless such person enters into an agreement in the form of this Agreement with each of SPAC and New Starry with respect thereto. The Investor shall deliver such documentation as is reasonably requested by SPAC or New Starry to evidence that no Investor Shares have been redeemed or transferred for the purpose of redemption.
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AGREEMENTS OF THE INVESTOR. Section 1.01. Subject to Target and Investor (or their respective designees) entering into a sales agency agreement that is satisfactory to Investor; provided that such sales agency agreement shall be substantially consistent with the memorandum of understanding between Target and Investor (the “Non-Redemption Condition”), Investor hereby irrevocably waives any right that it may have to elect to have the SPAC redeem any Investor Shares and agrees, for the benefit of the SPAC, not to redeem, or to submit a request to the SPAC’s transfer agent to redeem or otherwise exercise any right to redeem, the Investor Shares and to reverse and revoke any prior redemption elections made with respect to the Investor Shares; provided that the SPAC acknowledges and agrees that the Investor may own additional shares of Class A Common Stock in excess of the Investor Shares (the “Other Shares”) and nothing herein shall restrict any rights of the Investor with respect to such Other Shares, including, without limitation, the right to redeem, or to submit a request to the SPAC’s transfer agent to redeem or otherwise exercise any right with respect to such Other Shares. For clarity, unless and until the Non-Redemption Condition is satisfied, this Section 1.01 shall have no effect. Section 1.02. Subject to satisfaction of the Non-Redemption Condition, the Investor hereby agrees, for the benefit of the SPAC, Pubco and the Target, that, during the period commencing on the date hereof until the earlier of (a) the SPAC redemption deadline in connection with the Business Combination and (b) the termination of this Agreement pursuant to its terms, neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will (i) engage in any hedging transactions or Short Sales (as defined below) with respect to securities of the SPAC which are designed to or which would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) lead to or result in a sale or disposition of the Investor Shares, even if such Investor Shares would be disposed of by a person other than the Investor, (ii) offer for sale, sell (including Short Sales), transfer (including by operation of law), place a lien on, pledge, convert, assign or otherwise dispose of (including by gift, merger, tendering into any tender offer or exchange offer or otherwise) or encumber (collectively, a “Transfer”), or enter into a...
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AGREEMENTS OF THE INVESTOR. Section 1.01. The Investor hereby agrees to purchase 1,500 shares of the Series A Preferred Stock for an aggregate purchase price of $1,500,000 in accordance with the Securities Purchase Agreement by executing the Securities Purchase Agreement and/or a joinder to the Securities Purchase Agreement. Section 1.02. Solely with respect to the New Investor Shares, the Investor agrees (a) to be bound by the transfer restrictions in SPAC’s Governing Documents, and (b) to become party to the Investor Rights Agreement as a “Reallocation Share Investor” (as defined therein).
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AGREEMENTS OF THE INVESTOR. Section 1.01. The Investor hereby agrees to purchase [●] shares of the Series A Preferred Stock and [●] PIPE Warrants for an aggregate purchase price of $[●] in accordance with the Securities Purchase Agreement by executing the Securities Purchase Agreement and/or a joinder to the Securities Purchase Agreement. Section 1.02. Solely with respect to the New Investor Shares, the Investor agrees (a) to be bound by the transfer restrictions in SPAC’s Governing Documents, and (b) to become party to the Investor Rights Agreement as a “Reallocation Share Investor” (as defined therein).
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AGREEMENTS OF THE INVESTOR 
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Related to AGREEMENTS OF THE INVESTOR

  • OBLIGATIONS OF THE INVESTOR 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.

  • Covenants of the Investor Each Investor, severally and not jointly, covenants and agrees with the Company as follows:

  • Certain Agreements of the Initial Purchasers Each Initial Purchaser hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) a written communication that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum, (iii) any written communication listed on Annex A or prepared pursuant to Section 4(c) above (including any electronic road show), (iv) any written communication prepared by such Initial Purchaser and approved by the Company in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum.

  • Obligations of the Investors In connection with the registration of the Registrable Securities, the Investors shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. b. Each Investor, by such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statements. c. In the event Investors holding a majority-in-interest of the Registrable Securities being registered (with the approval of the Initial Investors) determine to engage the services of an underwriter, each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from such Registration Statement. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) or 3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

  • Obligations of the Investment Adviser a. The Investment Adviser shall provide (or cause the Trust's custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the Fund, cash requirements and cash available for investment in the Fund, and all other information as may be reasonably necessary for the Subadviser to perform its responsibilities hereunder. b. The Investment Adviser has furnished the Subadviser a copy of the prospectus and statement of additional information of the Fund and agrees during the continuance of this Agreement to furnish the Subadviser copies of any revisions or supplements thereto at, or, if practicable, before the time the revisions or supplements become effective. The Investment Adviser agrees to furnish the Subadviser with minutes of meetings of the Trustees of the Trust applicable to the Fund to the extent they may affect the duties of the Subadviser, and with copies of any financial statements or reports made by the Fund to its shareholders, and any further materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.

  • Representations and Warranties of the Investors Each of the Investors hereby severally, and not jointly, represents and warrants to the Company that:

  • Representations and Warranties of the Investor The Investor hereby represents and warrants to the Company that:

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

  • Conditions of the Obligations of the Initial Purchasers The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

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