Non-Redemption Agreement. As of the date of this Subscription Agreement, the Investor represents that it is the shareholder of the number of Class A Shares set forth on the signature page hereto (the “Investor ARYA Shares”). The Investor represents and warrants that it has good, marketable and unencumbered title to the Investor ARYA Shares, free and clear of all liens, restrictions, charges, encumbrances, adverse claims, rights or proxies. The Investor and its affiliates agree (i) not to sell or transfer any of the Investor ARYA Shares prior to the closing of the Transaction and (ii) not to redeem any Investor ARYA Shares prior to or in connection with the Transaction. On the Closing Date, Investor shall deliver evidence reasonably satisfactory to ListCo that Investor continues to hold the Investor ARYA Shares and has not tendered such shares for redemption.
Non-Redemption Agreement. (a) Subject to the conditions set forth in this Agreement, the Backstop Investor irrevocably and unconditionally hereby agrees to rescind or reverse any previously submitted redemption demand within ten (10) business days following the execution of this Agreement with respect to up to the number of Ordinary Shares held by the Backstop Investor as of the date of this Agreement set out in Exhibit A, if any (the “Existing Shares”); and
(b) Subject to the conditions set forth in this Agreement, the Backstop Investor shall purchase Ordinary Shares up to the amount set out in Exhibit A (the “Acquired Share Cap”) from shareholders of the Company who have rescinded or reversed any previously submitted redemption demand with respect to such shares, either in the open market or through privately negotiated transactions within ten (10) business days following the execution of this Agreement. The Ordinary Shares that the Backstop Investor actually acquires pursuant to this Section 1(b) together with the Existing Shares are referred to herein as the “Backstop Investor Shares”.
(c) For the avoidance of doubt, the Backstop Investor may have voting and investment power over additional Ordinary Shares (such shares, “Non-Backstop Investor Shares”) which are not subject to this Agreement.
(d) Within ten (10) business days following the execution of this Agreement, the Backstop Investor xxxxxx agrees to provide written notice to the Company:
(i) of the total number of Backstop Investor Shares it has acquired pursuant to Section 1(b);
(ii) of the total number of Backstop Investor Shares it held as of one (1) business day following the execution of this Agreement; and
(iii) attaching evidence or proof of purchase and/or ownership of such Backstop Investor Shares in a form reasonably satisfactory to the Company.
Non-Redemption Agreement. On the Closing Date, the Investor shall deliver evidence reasonably satisfactory to ListCo (i) that Investor purchased a certain amount of Class A Shares for an aggregate purchase price equal to the Subscription Amount (such shares, the “Investor ARYA Shares”), (ii) of the average per share purchase price for such Investor ARYA Shares (the “Average Purchase Price”), (iii) that it effectively holds such shares through the effective time of the closing of the Transaction, and (iv) that it has not tendered such shares for redemption. As of the Closing Date, the Investor represents and warrants that it has good, marketable and unencumbered title to the Investor ARYA Shares, free and clear of all liens, restrictions, charges, encumbrances, adverse claims, rights or proxies. The Investor and its affiliates agree (i) not to sell or transfer any of the Investor ARYA Shares prior to the effective time of the closing of the Transaction and (ii) not to redeem any Investor ARYA Shares in connection with the Transaction. [SIGNATURE PAGES FOLLOW]
Non-Redemption Agreement. (a) Subject to the conditions set forth in this Agreement, the Backstop Investor shall purchase Ordinary Shares up to the applicable amount set out in Exhibit A (the “Share Cap”) from shareholders of the Company who have rescinded or reversed any previously submitted Redemption Demand with respect to such shares, either in the open market or through privately negotiated transactions, no later than two (2) business days prior to the Closing, provided that the Company provides public disclosure of the date on which the Closing is expected to occur at least five (5) business days prior to the Closing (the “Closing Announcement”). Within one (1) business day following the Closing Announcement, the Company shall cause the Borrower to provide written notice to the Backstop Investor as to the date on which the repayment in full by the Borrower of all sums due pursuant to the Loan Agreement occurred or shall occur, which such date the Backstop Investor may rely upon to determine the applicable Share Cap in accordance with Exhibit A. The Ordinary Shares that the Backstop Investor actually acquires pursuant to this Section 1(a) are referred to herein as the “Backstop Investor Shares”.
(b) For the avoidance of doubt, the Backstop Investor may have voting and investment power over additional Ordinary Shares (such shares, “Non-Backstop Investor Shares”) which are not subject to this Agreement, including any Ordinary Shares in excess of the applicable Share Cap on the date of the Closing (the “Closing Date”).
(c) No later than two (2) business days prior to the Closing, the Backstop Investor hereby agrees to provide written notice to the Company of the total number of Backstop Investor Shares it has acquired pursuant to Section 1(a).
(d) If the Backstop Investor is unable to purchase Ordinary Shares in an amount equal to the applicable Share Cap, then the Company shall issue Ordinary Shares (or cause the issuance of Holdco Ordinary Shares, if applicable) to the Backstop Investor in an amount equal to the difference between such Share Cap and the number of Backstop Investor Shares acquired by the Backstop Investor (the “Replacement Shares”). In the event that the Replacement Shares are unregistered shares and subject to transfer restrictions, then the Replacement Shares shall promptly be registered pursuant to the first resale registration statement filed by Holdco following the Closing (the “Resale Registration Statement”), subject to compliance with applicable securiti...
Non-Redemption Agreement. Subject to the conditions set forth in this Agreement, the Backstop Investor irrevocably and unconditionally hereby agrees that it will not elect to redeem or otherwise tender or submit for redemption any of the Backstop Investor Shares in connection with the Business Combination; provided, however, that in the event the Backstop Investor has previously elected to redeem, tendered or submitted the Backstop Investor Shares for redemption, the Backstop Investor shall rescind or reverse such redemption within 2 business days following the execution of this Agreement and no later than 2 Business Days prior to the closing of the Business Combination.
Non-Redemption Agreement. Prior to the Closing, the Lender shall have received a fully executed copy of that certain Non-Redemption Agreement between the Lender and Project Energy Reimagined Acquisition Corp. (the “Company”) in substantially the form attached as Exhibit B hereto.
Non-Redemption Agreement. Subject to the conditions set forth in this Agreement, the Backstop Investor irrevocably and unconditionally hereby agrees that, in the event the Backstop Investor has previously elected to redeem, tendered or submitted any of the Backstop Investor Shares for redemption in connection with the Business Combination, the Backstop Investor shall rescind or reverse any such redemption no later than the closing of the Business Combination.
Non-Redemption Agreement. Subject to the conditions set forth in this Agreement, Backstop Investor irrevocably and unconditionally hereby agrees that it will beneficially own not greater than the lesser of (i) 600,000 Backstop Investor Shares and (ii) the Blocker Amount (as defined in Section 22 herein), and shall not elect to redeem or otherwise tender or submit for redemption any of such Backstop Investor Shares in connection with the Purchase & Sale; provided, however, that in the event Backstop Investor has previously elected to redeem, tendered or submitted any Backstop Investor Shares for redemption, Backstop Investor shall rescind or reverse such redemption prior to Closing and the Company shall accept such request(s) promptly once submitted by Backstop Investor.
Non-Redemption Agreement. Subject to the conditions set forth in this Agreement, the Backstop Investor irrevocably and unconditionally hereby agrees that it will (i) not elect to redeem or otherwise tender or submit for redemption any of the Backstop Investor Shares in connection with the Business Combination and (ii) to the extent necessary, purchase a certain amount of previously redeemed Common Stock up to the amount of Backstop Investor Shares (the “Redeemed Shares”); provided, however, that in the event the Backstop Investor has previously elected to redeem, tendered or submitted the Backstop Investor Shares for redemption, the Backstop Investor shall rescind such redemption prior to the Redemption Deadline, and, in the event the Backstop Investor purchases the Redeemed Shares pursuant to clause (ii), the Backstop Investor has confirmed that such prior redemption of the Redeemed Shares has been rescinded prior to Closing.
Non-Redemption Agreement. If as of the applicable redemption deadline in respect of the Common Stock (the “Non-Redemption Measurement Date”), the Company and the Target require no more than $15,500,000 of additional gross proceeds to satisfy the Xxxxxxx Minimum Cash Condition, and upon the consummation of the Business Combination, an aggregate of at least 9,000,000 shares of Common Stock shall be offered by the Company to all non-redeeming holders of Common Stock on a pro rata basis pursuant to the Registration Statement without payment of a purchase price (the “Bonus Shares”), which shall be (a) registered with the SEC pursuant to the Registration Statement, (b) free of any contractual lock-up and (c) listed for trading on the New York Stock Exchange, then upon Magnetar Financial’s receipt, no later than one Business Day following the Non-Redemption Measurement Date, of written notice from the Company of its election to invoke this Agreement (a “Company Election”), each Investor, severally and not jointly, agrees that it shall rescind, reverse or revoke any prior redemption elections made in connection with the Business Combination, in an amount such that the aggregate number of Magnetar Shares that are not redeemed is equal to such number of the Magnetar Shares elected by the Company pursuant to the Company Election, not to exceed the lesser of (i) 1,550,000, or (ii) the number determined by dividing the amount of additional gross proceeds actually required to satisfy the Xxxxxxx Minimum Cash Condition as of the Non-Redemption Measurement Date, after giving effect to redemptions by all stockholders other than the Investors, by $10.00 per share (such number of Magnetar Shares elected by the Company is referred to herein as the “Magnetar Non-Redemption Shares”). In the event of a Company Election, no later than the Business Day immediately following the Non-Redemption Measurement Date, the Company
