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.
Appears in 5 contracts
Samples: Non Redemption Agreement and Assignment of Economic Interest (Blaize, Inc.), Non Redemption Agreement and Assignment of Economic Interest (Maquia Capital Acquisition Corp), Non Redemption Agreement and Assignment of Economic Interest (Maquia Capital Acquisition Corp)
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 1.32.2. 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 Ordinary Shares is increased or decreased by a consolidation, combination, split or reclassification or other similar event (other than the conversion of Class B Ordinary Shares to shares of Class A ordinary shares following an Initial Business Combination), 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 Ordinary 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 with respect to any Assigned Securities, and it has no right to vote Assigned Securities Founder Shares prior to transfer of any such shares to Investor pursuant to this Agreement.
2.32.4. 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 Ordinary Shares or other non-cash property that is subject to the transfer restrictions and/or the lockup period set forth in Section 7 5 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.
2.42.5. If the conditions to the transfer of the Assigned Securities Founder Shares in Section 1 upon the consummation of an Initial Business Combination are not satisfied with respect to any Assigned SecuritiesFounder Shares, then Investor at such time shall automatically assign its Economic Interest Interests in such Assigned Securities Founder Shares back to the Sponsor, for no consideration.
Appears in 3 contracts
Samples: Non Redemption Agreement and Assignment of Economic Interest (Crown PropTech Acquisitions), Non Redemption Agreement and Assignment of Economic Interest (Crown PropTech Acquisitions), Non Redemption Agreement and Assignment of Economic Interest (Crown PropTech Acquisitions)
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 1.32.2. 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, 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 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.
2.32.4. 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 that is subject to the transfer restrictions and/or lockup period set forth in Section 7 of the Letter Agreementproperty, 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.
2.42.5. If the conditions to the transfer of the Assigned Securities Founder Shares in Section 1 upon the consummation of an Initial Business Combination are not satisfied with respect to any Assigned SecuritiesFounder Shares, then Investor at such time shall automatically assign its Economic Interest Interests in such Assigned Securities Founder Shares back to the Sponsor, for no consideration.
Appears in 3 contracts
Samples: Non Redemption Agreement and Assignment of Economic Interest (ShoulderUP Technology Acquisition Corp.), Non Redemption Agreement and Assignment of Economic Interest (ShoulderUP Technology Acquisition Corp.), Non Redemption Agreement and Assignment of Economic Interest (ShoulderUP Technology Acquisition Corp.)
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 1.32.2. 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, 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 ExcelFin, in each case in connection with the closing of the Initial Business Combination.
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 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.
2.32.4. 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 Shares or other non-cash property that is subject to the transfer restrictions and/or lockup period set forth in Section 7 of the Letter Agreementproperty, 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.
2.42.5. If the conditions to the transfer of the Assigned Securities Founder Shares in Section 1 upon the consummation of an Initial Business Combination are not satisfied with respect to any Assigned SecuritiesFounder Shares, then Investor at such time shall automatically assign its Economic Interest Interests in such Assigned Securities Founder Shares back to the Sponsor, for no consideration.
Appears in 1 contract
Samples: Non Redemption Agreement and Assignment of Economic Interest (ExcelFin Acquisition Corp.)
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 7(a) 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 Founder Shares in Section 1 upon the consummation of an Initial Business Combination are not satisfied with respect to any Assigned SecuritiesFounder Shares, then Investor at such time shall automatically assign its Economic Interest Interests in such Assigned Securities Founder Shares back to the Sponsor, for no consideration.
Appears in 1 contract
Samples: Non Redemption Agreement and Assignment of Economic Interest (Finserv Acquisition Corp. II)
Assignment of Economic Interest. 2.1. Upon 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. 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 their 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 SecuritiesFounder Shares, then Investor at such time shall automatically assign its Economic Interest in such Assigned Securities back to the Sponsor, for no consideration.
Appears in 1 contract
Samples: Non Redemption Agreement and Assignment of Economic Interest (Berenson Acquisition Corp. I)
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, voting restrictions, redemption restrictions and/or lockup period set forth in Section 7 Sections 1, 2(b), 15 and 19 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.
Appears in 1 contract
Samples: Non Redemption Agreement and Assignment of Economic Interest (Inception Growth Acquisition LTD)
Assignment of Economic Interest. 2.1. Upon satisfaction of the conditions set forth in Section 1.11.1 and Section 1.2, the Sponsor hereby assigns to Investor all of its economic right, title and interest in and to that number of the Assigned Securities set forth on Exhibit A (the “Economic Interest”), subject to adjustment as set forth in Section 1.32.2. 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 the 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 a reclassification of the share capital of SPAC in connection with the closing of the Initial Business Combination.
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 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.
2.32.4. 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 Ordinary Shares or other non-cash property that is subject to the transfer restrictions and/or lockup period set forth in Section 7 of the Letter Agreementproperty, 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. The Sponsor 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.
2.42.5. If the conditions to the transfer of the Assigned Securities Founder Shares in Section 1 upon the consummation of an Initial Business Combination are not satisfied with respect to any Assigned SecuritiesFounder Shares, then Investor at such time shall automatically assign its Economic Interest in such Assigned Securities Founder Shares back to the Sponsor, for no consideration.
Appears in 1 contract
Samples: Non Redemption Agreement and Assignment of Economic Interest (EVe Mobility Acquisition Corp)
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 1.32.2. The Economic Interest represents the Sponsor’s right to receive dividends and other distributions made by the Sponsor pursuant to the Sponsor LLC LP 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. 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 SHAP, in each case in connection with the closing of the Initial Business Combination.
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 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.
2.32.4. 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 Ordinary Shares or other non-cash property that is subject to the transfer restrictions and/or lockup period set forth in Section 7 of the Letter Agreementproperty, 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.
2.42.5. If the conditions to the transfer of the Assigned Securities Founder Shares in Section 1 upon the consummation of an Initial Business Combination are not satisfied with respect to any Assigned SecuritiesFounder Shares, then Investor at such time shall automatically assign its Economic Interest Interests in such Assigned Securities Founder Shares back to the Sponsor, for no consideration.
Appears in 1 contract
Samples: Non Redemption Agreement and Assignment of Economic Interest (Spree Acquisition Corp. 1 LTD)
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 1.32.2. The Economic Interest represents the Sponsor’s right to receive dividends and other distributions made by the Sponsor DHC 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. 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 DHC, in each case in connection with the closing of the Initial Business Combination.
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 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.
2.32.4. 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 Ordinary Shares or other non-cash property that is subject to the transfer restrictions and/or lockup period set forth in Section 7 of the Letter Agreementproperty, 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.
2.42.5. If the conditions to the transfer of the Assigned Securities Founder Shares in Section 1 upon the consummation of an Initial Business Combination are not satisfied with respect to any Assigned SecuritiesFounder Shares, then Investor at such time shall automatically assign its Economic Interest Interests in such Assigned Securities Founder Shares back to the Sponsor, for no consideration.
Appears in 1 contract
Samples: Non Redemption Agreement and Assignment of Economic Interest (DHC Acquisition Corp.)