Assignment of Economic Interest. 2.1. Upon satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to Investor all of its economic right, title and interest in and to that number of Assigned Securities set forth on Exhibit A (the “Economic Interest”), subject to adjustment as set forth in Section 2.2. The Economic Interest represents the Sponsor’s right to receive dividends and other distributions made by the Sponsor pursuant to the Sponsor LLC Agreement allocated to that number of Assigned Securities set forth on Exhibit A represented by the Founder Shares held directly by the Sponsor.
2.2. If at any time the number of outstanding Founder Shares is increased or decreased by a consolidation, combination, split or reclassification or other similar event (which, for the avoidance of doubt, shall not include any conversion of Founder Shares into Public Shares), then, as of the effective date of such consolidation, combination, split, reclassification or similar event, the number of shares underlying the Economic Interest shall be adjusted in proportion to such increase or decrease in outstanding Founder Shares. The foregoing shall not apply to (i) any increase or decrease in the number of authorized Founder Shares or (ii) a reclassification of the share capital of SUAC, in each case in connection with the closing of the Initial Business Combination.
2.3. Investor acknowledges and agrees that it has no right to vote on matters of the Sponsor as a result of the Assigned Securities or Economic Interest, or to vote with respect to any Assigned Securities, and it has no right to vote Assigned Securities prior to transfer of any such shares to Investor pursuant to this Agreement.
2.4. Investor acknowledges and agrees that if it has a right pursuant to its Economic Interest to receive any dividends or other distributions paid in Common Stock or other non-cash property, the Sponsor shall transfer all of its right, title and interest in such dividends or distributions concurrently with the transfer of the Assigned Securities to such Investor pursuant to Section 1.
2.5. If the conditions to the transfer of the Founder Shares in Section 1 are not satisfied with respect to any Founder Shares, then Investor shall automatically assign its Economic Interests in such Founder Shares back to the Sponsor, for no consideration.
Assignment of Economic Interest. 2.1. Upon satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to the Investor all of its economic right, economic title and economic interest in and to that number of Assigned Securities set forth on Exhibit A (the “Economic Interest”), subject to adjustment as set forth in Section 2.2. The Economic Interest represents the Sponsor’s right to receive dividends and other distributions made with respect to that number of Assigned Securities set forth on Exhibit A represented by the Founder Shares held directly by the Sponsor.
2.2. If at any time the number of outstanding Founder Shares is increased or decreased by a consolidation, combination, split or reclassification or other similar event, then, as of the effective date of such consolidation, combination, split, reclassification or similar event, all share numbers referenced in this Agreement, including the number of shares underlying the Economic Interest shall be adjusted in proportion to such increase or decrease in outstanding Founder Shares. The foregoing shall not apply to (i) any increase or decrease in the number of authorized Founder Shares or (ii) a reclassification of the Common Stock, in each case in connection with the closing of the Initial Business Combination.
2.3. The Investor acknowledges and agrees that it is not a member of the Sponsor, it has no right to vote on matters of the Sponsor as a result of the Assigned Securities or Economic Interest, or to vote with respect to any Assigned Securities, and it has no right to vote Assigned Securities prior to transfer of any such shares to the Investor pursuant to this Agreement.
2.4. The Investor acknowledges and agrees that if it has a right pursuant to its Economic Interest to receive any dividends or other distributions paid in shares of Common Stock or other non-cash property, the Sponsor shall transfer all of its right, title and interest in such dividends or distributions concurrently with the transfer of the Assigned Securities to such Investor pursuant to Section 1.
2.5. If the conditions to the transfer of the Founder Shares in Section 1 are not satisfied with respect to any Founder Shares, then the Investor shall automatically assign its Economic Interests in such Founder Shares back to the Sponsor, for no consideration.
Assignment of Economic Interest. 2.1. Upon satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to Investor all of its economic right, title and interest in and to that number of Assigned Securities set forth on Exhibit A (the “Economic Interest”), subject to adjustment as set forth in Section 1.3. The Economic Interest represents the Sponsor’s right to receive dividends and other distributions made by the Sponsor pursuant to the Sponsor LLC Agreement allocated to that number of Assigned Securities set forth on Exhibit A represented by the Founder Shares held directly by the Sponsor.
2.2. Investor acknowledges and agrees that it is not a member of the Sponsor, it has no right to vote on matters of the Sponsor as a result of the Assigned Securities or Economic Interest, or to vote with respect to any Assigned Securities, and it has no right to vote Assigned Securities prior to transfer of any such shares to Investor pursuant to this Agreement.
2.3. Investor acknowledges and agrees that if it has a right pursuant to its Economic Interest to receive any dividends or other distributions paid in Common Stock or other non-cash property that is subject to the transfer restrictions and/or lockup period set forth in Section 7 of the Letter Agreement, the Sponsor shall transfer all of its right, title and interest in such dividends or distributions concurrently with the transfer of the Assigned Securities to such Investor pursuant to Section 1.
2.4. If the conditions to the transfer of the Assigned Securities in Section 1 upon the consummation of an Initial Business Combination are not satisfied with respect to any Assigned Securities, then Investor at such time shall automatically assign its Economic Interest in such Assigned Securities back to the Sponsor, for no consideration.
Assignment of Economic Interest. 2.1. Upon satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to Investor all of its economic right, title and interest in and to that number of Assigned Securities set forth on Exhibit A (the “Economic Interest”), subject to adjustment as set forth in Section 2.2. The Economic Interest represents the Sponsor’s right to receive dividends and other distributions made by the Sponsor pursuant to the Sponsor LLC Agreement allocated to that number of Assigned Securities set forth on Exhibit A represented by the Founder Shares held directly by the Sponsor.
2.2. Investor acknowledges and agrees that it has no right to vote on matters of the Sponsor as a result of the Assigned Securities or Economic Interest, or to vote with respect to any Assigned Securities, and it has no right to vote Assigned Securities prior to transfer of any such shares to Investor pursuant to this Agreement.
2.3. Investor acknowledges and agrees that if it has a right pursuant to its Economic Interest to receive any dividends or other distributions paid in Ordinary Shares or other non-cash property, the Sponsor shall transfer all of its right, title and interest in such dividends or distributions concurrently with the transfer of the Assigned Securities to such Investor pursuant to Section 1.
2.4. If the conditions to the transfer of the Founder Shares in Section 1 are not satisfied with respect to any Founder Shares, then Investor shall automatically assign its Economic Interests in such Founder Shares back to the Sponsor, for no consideration.
Assignment of Economic Interest. (a) Foundation shall have a right to assign to third parties or Affiliates a portion of its Foundation Class A Economic Interest (and its right to receive distributions thereon pursuant to Section 5.1(b)(i) and Section 5.1(c)) with respect to one or both of the Class A Subsidiaries, and HMA L.P. shall have a right to assign to Class B Permitted Assignees a portion of its HMA Class B Economic Interest (and its right to receive distributions thereon pursuant to Section 5.1(b)(ii)) with respect to the Class B Subsidiary); provided that Foundation maintains a Foundation Class A Economic Interest of at least fifty percent (50.0%) in both Class A Subsidiaries and HMA L.P. maintains an HMA Class B Economic Interest of at least fifty percent (50.0%) at all times.
(b) In the event of such assignment, the assigning Member (the “Economic Interest Assignor”) shall provide the Company and the other Member written notice of the identity of the third party to which an assignment of the portion of the Foundation Class A Economic Interest or HMA Class B Economic Interest was made (each an “Economic Interest Assignee”) and the amount of the Foundation Class A Economic Interest or HMA Class B Economic Interest (the “Assigned Economic Interest”), as applicable, that was assigned to such Economic Interest Assignee (an “Assignment Notice”). Unless the Assignment Notice sets forth a specific instruction by the Economic Interest Assignor to pay distributions made under Section 5.1(b) on account of the Assigned Economic Interest directly to the Economic Interest Assignee, the Company will distribute the full amount of the distribution payable on the entire Assigned Economic Interest to the Economic Interest Assignor, and the Economic Interest Assignor will forward the amount of the distribution payable on account of the assigned portion of the Assigned Economic Interest to the Economic Interest Assignee.
(c) The Members acknowledge and agree that: (i) any assignment made under this Section 5.4 shall only apply to distributions made by the Company under Sections 5.1(b), 5.1(c), 5.1(d), 5.1(e) and/or 5.1(f), as applicable; (ii) an assignment of Foundation Class A Economic Interest or HMA Class B Economic Interest under this Section 5.4 is not an assignment by Economic Interest Assignor of its Membership Interest; (iii) that no Economic Interest Assignee shall acquire the rights of a Member of the Company by reason of the assignment of a portion of the Assigned Economic Interest unde...
Assignment of Economic Interest. 2.1. Upon satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to Investor all of its economic right, title and interest in and to that number of Assigned Securities set forth on Exhibit A (the “Economic Interest”), subject to adjustment as set forth in Section 2.2. The Economic Interest represents the Sponsor’s right to receive dividends and other distributions made by the Sponsor pursuant to the Sponsor LLC Agreement allocated to that number of Assigned Securities set forth on Exhibit A represented by the Founder Shares held directly by the Sponsor.
Assignment of Economic Interest. 2.1 Immediately upon satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to Investor all of its economic right, title and interest in and to that number of Assigned Securities set forth on Exhibit A (the “Economic Interest”), subject to adjustment as set forth in Section 1.3. The Economic Interest represents the Sponsor’s right to receive dividends and other distributions made by the Sponsor pursuant to the Sponsor LLC Agreement allocated to that number of Assigned Securities set forth on Exhibit A represented by the Founder Shares held directly by the Sponsor.
2.2 If at any time the number of outstanding Founder Shares is increased or decreased by a consolidation, combination, split or reclassification or other similar event, then, as of the effective date of such consolidation, combination, split, reclassification or similar event, the number of shares underlying the Economic Interest shall be adjusted in proportion to such increase or decrease in outstanding Founder Shares.
2.3 Investor acknowledges and agrees that it is not a member of the Sponsor, it has no right to vote on matters of the Sponsor as a result of the Assigned Securities or Economic Interest, or to vote any Assigned Securities prior to their transfer to Investor pursuant to this Agreement.
Assignment of Economic Interest. Subject to the prior written consent of the other Party, which consent may not be unreasonably withheld, a Party may assign its rights to receive the Economic Interest to a third-party. Such a permitted assignment shall not of itself cause the dissolution of the Joint Venture or entitle the assignee to vote, participate in the management and affairs of the Joint Venture or become or exercise any rights of a Party. Upon the assignment of all or part of a Party's Economic Interest, the assignor Party shall provide the Joint Venture with the name and address of the assignee, together with the details of the interest assigned. The assignment of an Economic Interest shall not release the assignor Party from such Party’s liability pursuant to the terms of this Agreement. The assignment of all of the Economic Interest of a Joint Venture will not be a Default pursuant to Article 5 of this Agreement or entitle the Joint Venture or the other Party to purchase the assignor’s Interest. The pledge or granting of a security interest, lien or other encumbrance in or against all or any portion of a Party's Economic Interest shall not be permitted.
Assignment of Economic Interest. This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May [●], 2024 by and among PowerUp Acquisition Corp. (“PWUP”), a Cayman Islands exempted company, SXXXXXX Associates, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, “Investor”).
Assignment of Economic Interest. 2.1. Upon satisfaction of the conditions set forth in Section 1.1, the Seller hereby assigns to Investor all of its economic right, title and interest in and to that number of Assigned Securities as determined on Exhibit A (the “Economic Interest”), subject to adjustment as set forth in Section 1.3. The Economic Interest represents the Seller’s right to receive dividends and other distributions made by the Company in respect of the Assigned Securities prior to, or in connection with, the consummation of the Business Combination.
2.2. Investor acknowledges and agrees that it has no right to vote on matters of the Seller as a result of the Assigned Securities or Economic Interest, or to vote with respect to any Assigned Securities, and it has no right to vote Assigned Securities prior to transfer of any such shares to Investor pursuant to this Agreement.
2.3. Investor acknowledges and agrees that if prior to the transfer of the Assigned Securities it has a right pursuant to its Economic Interest to receive any dividends or other distributions paid in Ordinary Shares or other non-cash property, the Seller shall transfer all of its right, title and interest in such dividends or distributions concurrently with the transfer of the Assigned Securities to such Investor pursuant to Section 1. The Seller agrees to hold all such money in trust and agrees that it shall not withdraw any such funds once received prior to the transfer of the Assigned Securities to Investor.
2.4. If the conditions to the transfer of the Founder Shares in Section 1 are not satisfied with respect to any Founder Shares, then Investor shall automatically assign its Economic Interests in such Founder Shares back to the Seller, for no consideration.
