Non-Redemption and Share Issuance. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 p.m., Eastern time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting and is effected by SPAC’s filing a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware, and SPAC meets the continued or initial listing requirements to be listed on the New York Stock Exchange (the “NYSE”) following the Meeting then, substantially concurrent with, and immediately after, the closing of the Initial Business Combination, (i) SPAC hereby agrees to issue or cause to be issued to Investor for no additional consideration that number of shares of Class A Common Stock set forth opposite Investor’s name on Exhibit A (the “Promote Shares” and such issuance, the “Share Issuance”), and (ii) Sponsor (or its designees or transferees) hereby agrees to surrender and forfeit (the “Insider Forfeiture”) to the Company for no consideration a number of shares of Class B common stock, par value $0.0001 per share, of the Company equal to the number of Promote Shares. “Investor Shares” shall mean an amount of the Public Shares presently held by Investor equal to the lesser of (i) [·] Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other SPAC stockholders similar to this Agreement on or about the date of the Meeting. SPAC agrees to provide Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 a.m., Eastern time, on the first business day following the date of the Meeting (and in all cases a sufficient amount of time to allow Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares), provided, that such amount shall not exceed [·] Public Shares.
Non-Redemption and Share Issuance. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 p.m., Eastern time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting, and SPAC meets the continued or initial listing requirements to be listed on the Nasdaq Stock Market (“Nasdaq”) following the Meeting, then SPAC hereby agrees to, substantially concurrent with, and immediately after, the closing of the Initial Business Combination, issue or cause to be issued to Investor for no additional consideration that number of Class A Shares set forth opposite Investor’s name on Exhibit A hereto (the “Promote Shares” and such issuance, the “Share Issuance”). “Investor Shares” shall mean an amount of the Public Shares presently held by Investor equal to the lesser of (i) [---] Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed (including for purposes of this clause (ii) those Public Shares subject to non-redemption agreements with other SPAC stockholders similar to this Agreement on or about the date of the Meeting). SPAC agrees to provide Investor with the final number of Investor Shares subject to this Agreement with a sufficient amount of time to allow Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares, provided, that such amount shall not exceed [---] Public Shares.
Non-Redemption and Share Issuance. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 p.m., Eastern time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting, and SPAC meets the continued or initial listing requirements to be listed on the Nasdaq Stock Market (“Nasdaq”) following the Meeting, then SPAC hereby agrees to, substantially concurrent with, and immediately after, the closing of the Initial Business Combination, issue or cause to be issued to Investor for no additional consideration that number of Class A Shares set forth opposite Investor’s name on Exhibit A hereto (the “Promote Shares” and such issuance, the “Share Issuance”). “Investor Shares” shall mean an amount of the Public Shares presently held by Investor equal to the lesser of (i) [---] Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed (including for purposes of this clause (ii) those Public Shares subject to non-redemption agreements with other SPAC stockholders similar to this Agreement on or about the date of the Meeting). SPAC agrees to provide Investor with the final number of Investor Shares subject to this Agreement with a sufficient amount of time to allow Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares, provided, that such amount shall not exceed [---] Public Shares.
