No Redemptions. Transfer Agent shall neither accept nor comply with any instructions from Debtor redeeming any Pledged Shares nor deliver any proceeds from any such redemption to Debtor following Confirmation (as hereinafter defined) of receipt of a Notice of Exclusive Control (as hereinafter defined) from Secured Party unless Secured Party shall have withdrawn such notice in writing.
No Redemptions. The Company shall not have any right to redeem any of the Warrants evidenced hereby.
No Redemptions. Investor shall not request redemption of any of the Shares in conjunction with AMAO’s stockholders’ approval of the proposed extension to September 22, 2022; except that, in a case where Investor has already requested redemption of any of the Shares, Investor shall withdraw such redemption request with respect to 149,850 Shares by promptly contacting their broker to facilitate the withdrawal.
No Redemptions. The Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein.
No Redemptions. Each Purchaser agrees not to redeem any Class A Shares owned by it in connection with the Business Combination.
No Redemptions. The Borrowers will not redeem the common stock interests in the Borrowers from any shareholder of any of the Borrowers, and none of the Borrowers will permit the transfer of any common stock interests in any of the Borrowers by any shareholder of any of the Borrowers to any other shareholder or to any third person;
No Redemptions. Except for repurchases of Warrant Shares upon the exercise of the Put Options herein contained, the Company shall not repurchase or redeem any of its equity securities or any securities convertible into or exchangeable for such equity securities or any warrants or other rights to purchase such equity securities (including payment of debt evidenced by convertible promissory notes) unless it concurrently makes a cash payment to the holder of this Warrant (which shall not be required to sell or tender for redemption any securities held by it as a result) equal to the product of (a) the aggregate amount of cash and the aggregate Fair Value of any property paid out by the Company in connection with any such repurchase or redemption by (b) 33% (or, in the event that the Minority T3 Nevada Conversion has occurred, 25%) multiplied by (c) a fraction, the numerator of which is the number of Issuable Warrant Shares and the denominator of which is the number of total Issuable Warrant Shares in respect of all Post Road Warrants.
No Redemptions. Maximum Redemptions Total Capitalization (in thousands, except percentages) Shares % Shares % Skillsoft Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,500 17% 28,500 26% Churchill Public Shares* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,000 42% 13,256 12% Churchill Sponsor II LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,250 10% 17,250 16% PIPE Investors** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,000 31% 51,000 46% Total Churchill Class A shares*** . . . . . . . . . . . . . . . . . . . . . . . . . 165,750 100% 110,006 100% * The Maximum Redemptions as shown in the pro forma capitalization excludes Skillsoft’s cash balance ($71.5 million, as of January 31, 2021), which is legally available for redemptions. Inclusion of Skillsoft’s cash balance would increase the cash available for redemptions and decrease the percentage of ownership of Churchill public stockholders and increase the percentage ownership of Skillsoft Shareholders, the Sponsor and the PIPE Investors ratably in a Maximum Redemptions scenario. ** Does not include (i) the issuance of Class A common stock of the combined company in accordance with the Lodbrok Subscription Agreement that is effective upon the consummation of the Global Knowledge Merger or (ii) the issuance of Class A common stock of the Post-Combination Company in connection with the exercise of the Prosus Top-Up Right. *** Does not include (i) shares underlying 23,000,000 public warrants to purchase Churchill Class A common stock at $11.50 per share that are outstanding, (ii) shares underlying 15,800,000 of private placement warrants issued to the Sponsor for $1.00 per warrant to purchase Churchill Class A common stock at $11.50 per share at the time of the Churchill IPO, (iii) shares underlying 1,500,000 of private placement warrants issuable to the Sponsor for $1.00 per warrant to purchase Churchill Class A common stock at $11.50 per share as repayment for the $1,500,000 Sponsor Loan dated November 2, 2020, at consummation of the Merger,
No Redemptions. The Company shall not repurchase or redeem any of its Common Stock or any warrants or other rights to purchase such Common Stock (except Common Stock or warrants or other rights to purchase Common Stock owned by an employee of the Company upon termination of such employee’s employment with the Company so long as :the aggregate amount paid in respect of such redemptions does not exceed $250,000 in any fiscal year of the Company or $500,000 during the Exercise Period) unless it offers purchase all but not less than all of this Warrant and all Issued Warrant Shares from the holder, concurrently with such repurchase or redemption, for a cash payment equal to the product of (a) (i) the quotient obtained by dividing (x) the aggregate amount of cash and the aggregate Fair Value of any property paid out by the Company in connection with any such repurchase or redemption by (y) the number of shares of Common Stock to be repurchased or redeemed, minus (ii) the Exercise Price then in effect and (b) the number of shares of Common Stock at the time issuable upon the exercise of this Warrant plus the number of all Issued Warrant Shares. Such offer shall be made in writing by the Company to the holder of this Warrant at least twenty (20) days prior to the date such repurchase or redemption specifying the date of such repurchase or redemption and the per share repurchase or redemption price as set forth in the preceding clause (a). The holder of this Warrant shall notify the Company whether or not it elects to accept such offer at least five (5) days prior to the date of such repurchase or redemption specified in such written offer. This Section 5.2 shall terminate upon the earlier of (i) the expiration of the Exercise Period and (ii) the exercise of this Warrant in its entirety.
No Redemptions. The Purchaser hereby waives any and all redemption rights with respect to Public Shares held by it and agrees that it shall not submit any Public Shares to the Company’s transfer agent for redemption in connection with the shareholder vote to approve the Business Combination.
