Joinder to Letter Agreement and Registration Rights Agreement. In connection with the transfer of the Assigned Securities to the Investor, the Investor shall execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Joinder”) pursuant to which the Investor shall agree with HCVI, in accordance with Section 7 of the Letter Agreement, to be bound by, and to be subject to, Section 7 of the Letter Agreement solely with respect to its Assigned Securities and to be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder. Notwithstanding anything in this Agreement or the Joinder to the contrary, the Investor shall be released with respect to the Assigned Securities from any transfer or lock-up restrictions under the Letter Agreement or the Registration Rights Agreement to the same proportional extent as any other holders, including the Sponsor, is released from such restrictions with respect to its remaining Founder Shares.
Appears in 1 contract
Samples: Non Redemption Agreement and Assignment of Economic Interest (Hennessy Capital Investment Corp. VI)
Joinder to Letter Agreement and Registration Rights Agreement. In connection with the transfer of the Assigned Securities to the Investor, the Investor shall execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Joinder”) pursuant to which the Investor shall agree with HCVI, in accordance with Section 7 of the Letter Agreement, to be bound by, and to be subject to, Section 7 of the Letter Agreement solely with respect to its Assigned Securities and to be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder. Notwithstanding anything in this Agreement or the Joinder to the contrary, the Investor shall be released with respect to the Assigned Securities from any transfer or lock-up restrictions under the Letter Agreement or the Registration Registrations Rights Agreement to the same proportional extent as any other holders, including the Sponsor, is released from such restrictions with respect to its remaining Founder Shares.
Appears in 1 contract
Samples: Non Redemption Agreement and Assignment of Economic Interest (Hennessy Capital Investment Corp. VI)
Joinder to Letter Agreement and Registration Rights Agreement. In connection with At the transfer of the Assigned Securities to the InvestorClosing, the Investor (or its Permitted Transferee) shall execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Joinder”) pursuant to which (i) the Investor shall agree with HCVI, in accordance with Section 7 of the Letter Agreement, Altitude to be bound byby the transfer restrictions set forth in, and to be subject to, Section 7 of the Letter Agreement solely with respect to its Assigned Securities the New Shares and (ii) to be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Assigned Securities New Shares (upon acquisition thereof) as “Registrable Securities” thereunderthereunder and Altitude hereby agrees to execute the Joinder contemporaneously with the Closing. Notwithstanding anything in this Agreement or the Joinder to the contrary, the Investor shall be released with respect to the Assigned Securities New Shares from any transfer or lock-up restrictions under the Letter Agreement or the Registration Rights Agreement to the same proportional extent as any other holdersholder of Founder Shares, including the Sponsor, is released from such restrictions with respect to its remaining Founder Sharesrestrictions.
Appears in 1 contract
Samples: Non Redemption Agreement (Altitude Acquisition Corp.)
Joinder to Letter Agreement and Registration Rights Agreement. In connection with At the transfer of the Assigned Securities to the InvestorClosing, the Investor (or its Permitted Transferee) shall execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Joinder”) ), pursuant to which (i) the Investor shall agree with HCVI, in accordance with Section 7 of the Letter Agreement, VHAQ to be bound byby the transfer restrictions set forth in, and to be subject to, Section 7 the provisions of the Letter Agreement solely with respect to its Assigned Securities the New Shares and (ii) to be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Assigned Securities New Shares (upon acquisition thereof) as “Registrable Securities” thereunderthereunder and VXXX hereby agrees to execute the Joinder contemporaneously with the Closing. Notwithstanding anything in this Agreement or the Joinder to the contrary, the Investor shall be released with respect to the Assigned Securities New Shares from any transfer or lock-up restrictions under the Letter Agreement or the Registration Rights Agreement to the same proportional extent as any other holdersholder of Founder Shares, including the Sponsor, is released from such restrictions with respect to its remaining Founder Sharesrestrictions.
Appears in 1 contract
Samples: Non Redemption Agreement (Viveon Health Acquisition Corp.)
Joinder to Letter Agreement and Registration Rights Agreement. In connection with the transfer of the Assigned Securities to the Investor, the Investor shall execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Joinder”) Joinder pursuant to which the Investor shall agree with HCVIthe Company, in accordance with Section 7 of the Letter Agreement, to be bound byby the transfer restrictions set forth in, and to be subject to, Section 7 of the Letter Agreement (but subject to the Carve-Out), solely with respect to its the Assigned Securities and to be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunderthereunder and the Company hereby agrees to execute the Joinder after the Business Combination in connection with the transfer of the Assigned Securities from the Sponsor to the Investor. Notwithstanding anything in this Agreement or the Joinder to the contrary, the Investor shall be released with respect to the Assigned Securities from any transfer or lock-up restrictions under the Letter Agreement or the Registration Rights Agreement to the same proportional extent as any other holders, including the Sponsor, Sponsor is released from such restrictions with respect to its remaining Founder Shares.
Appears in 1 contract
Samples: Non Redemption Agreement (Compass Digital Acquisition Corp.)
Joinder to Letter Agreement and Registration Rights Agreement. In connection with the transfer of the Assigned Securities to the Investor, the Investor shall execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Joinder”) pursuant to which the Investor shall agree with HCVIBFAC, in accordance with Section 7 9 of the Letter Agreement, to be bound byby the transfer restrictions set forth in, and to be subject to, solely Section 7 of the Letter Agreement (but subject to the Carve-Out), solely with respect to its the Assigned Securities and to be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunderthereunder and BFAC hereby agrees to execute the Joinder contemporaneously with the closing of the Initial Business Combination and transfer of the Assigned Securities from the Sponsor to the Investor. Notwithstanding anything in this Agreement or the Joinder to the contrary, the Investor shall be released with respect to the Assigned Securities from any transfer or lock-up restrictions under the Letter Agreement or the Registration Rights Agreement to the same proportional extent as any other holdersholder of Founder Shares, including the Sponsor, is released from such restrictions with respect to its remaining Founder Sharesrestrictions.
Appears in 1 contract
Samples: Non Redemption Agreement and Assignment of Economic Interest (Battery Future Acquisition Corp.)
Joinder to Letter Agreement and Registration Rights Agreement. In connection with At the transfer of the Assigned Securities to the InvestorClosing, the Investor (or its Permitted Transferee) shall execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Joinder”) pursuant to which (i) the Investor shall agree with HCVI, in accordance with Section 7 of the Letter Agreement, MXXX to be bound byby the transfer restrictions set forth in, and to be subject to, Section 7 of the Letter Agreement solely with respect to its Assigned Securities the New Shares and (ii) to be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Assigned Securities New Shares (upon acquisition thereof) as “Registrable Securities” thereunderthereunder and MXXX hereby agrees to execute the Joinder contemporaneously with the Closing. Notwithstanding anything in this Agreement or the Joinder to the contrary, the Investor shall be released with respect to the Assigned Securities New Shares from any transfer or lock-up restrictions under the Letter Agreement or the Registration Rights Agreement to the same proportional extent as any other holdersholder of Founder Shares, including the SponsorInsider, is released from such restrictions with respect to its remaining Founder Sharesrestrictions.
Appears in 1 contract
Samples: Non Redemption Agreement (Coliseum Acquisition Corp.)
Joinder to Letter Agreement and Registration Rights Agreement. In connection with At the transfer of the Assigned Securities to the InvestorClosing, the Investor (or its Permitted Transferee) shall execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Joinder”) ), pursuant to which (i) the Investor shall agree with HCVI, in accordance with Section 7 of the Letter Agreement, ARRW to be bound byby the transfer restrictions set forth in, and to be subject to, Section 7 the provisions of the Letter Agreement solely with respect to its Assigned Securities the New Shares and (ii) to be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Assigned Securities New Shares (upon acquisition thereof) as “Registrable Securities” thereunderthereunder and ARRW hereby agrees to execute the Joinder contemporaneously with the Closing. Notwithstanding anything in this Agreement or the Joinder to the contrary, the Investor shall be released with respect to the Assigned Securities New Shares from any transfer or lock-up restrictions under the Letter Agreement or the Registration Rights Agreement to the same proportional extent as any other holdersholder of Founder Shares, including the Sponsor, is released from such restrictions with respect to its remaining Founder Sharesrestrictions.
Appears in 1 contract
Samples: Non Redemption Agreement (Arrowroot Acquisition Corp.)