Non-Redemption Payment Clause Samples
A Non-Redemption Payment clause defines the obligation for a party to make a payment in situations where redemption of a security or financial instrument does not occur as originally planned. Typically, this clause specifies the amount, timing, and conditions under which such a payment must be made, such as if a bond issuer is unable to redeem bonds at maturity. By establishing clear terms for compensation in the event of non-redemption, the clause protects the interests of the affected party and provides certainty regarding financial outcomes if redemption fails.
Non-Redemption Payment. Upon consummation of the Business Combination, the Company shall pay or cause to be paid to the Backstop Investor a payment in respect of the Backstop Investor Shares held by the Backstop Investor at the Closing (the “Non-Redemption Payment”) in cash released from the Trust Account (as defined below) equal to the number of Backstop Investor Shares multiplied by the Redemption Price.
Non-Redemption Payment. Immediately upon Closing, the Company shall pay Backstop Investor a payment in respect of Backstop Investor Shares (the “Non-Redemption Cash”) in cash released from the Trust Account directly to Backstop Investor (as defined below) equal to (x) the number of Backstop Investor Shares multiplied by (y) the Redemption Price minus $5.00.
Non-Redemption Payment. (a) Upon the terms and subject to the conditions of this Agreement, the Company agrees to issue to the Backstop Investor the Backstop Investor Shares (the “Non-Redemption Payment”).
(b) The Company and the Backstop Investor hereby agree that the issuance of the Backstop Investor Shares shall be subject to the conditions that (i) the Closing shall have occurred and (ii) the Company shall have received evidence from the Backstop Investor satisfactory to the Company that the Investment was consummated. Upon the satisfaction of the foregoing conditions, as applicable, the Company shall promptly issue (and no later than two (2) business days following the Closing) the Backstop Investor Shares to the Backstop Investor (or its permitted transferees).
(c) If at any time prior to the issuance of the Backstop Investor Shares the number of outstanding shares of Class A common stock is increased or decreased by a consolidation, combination, split or reclassification of the shares of Class A common stock or other similar event (other than the Business Combination), then, as of the effective date of such consolidation, combination, split, reclassification or similar event, all share numbers referenced in this Agreement shall be adjusted in proportion to such increase or decrease in outstanding shares of Class A common stock.
(d) If, prior to the issuance of the Backstop Investor Shares, there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company (other than the Business Combination) in which the shares of Class A common stock are converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, in lieu of Class A common stock, the Company shall issue, with respect to each share of Class A common stock to be transferred hereunder, upon the Company’s receipt thereof, the kind and amount of securities, cash or other property into which such Backstop Investor Shares converted or exchanged.
(e) At the time of the transfer of Backstop Investor Shares hereunder, the Company shall deliver the Backstop Investor Shares to the Backstop Investor by transfer of book-entry shares effected through the Company’s transfer agent. The parties to this Agreement agree to execute, acknowledge and deliver such further instruments and to do all such other acts, as may be necessary or appropriate to carry out the purposes and intent ...
Non-Redemption Payment. Upon consummation of the Business Combination, the Company shall pay or cause to be paid to the Backstop Investor a payment in respect of its Backstop Investor Shares (the “Non-Redemption Cash”) in cash released from the Trust Account (as defined below) equal to the number of Backstop Investor Shares multiplied by price per share equal to the pro rata portion of the Trust Account on June 3, 2024 (the “Redemption Price”), minus the number of Backstop Investor Shares multiplied by $9.50.
Non-Redemption Payment. Immediately upon the consummation of the Business Combination and the Share Forfeiture (as defined in the Forfeiture Agreement), SUAC and Holdings shall pay to the Investor a payment in respect of its Investor Shares in cash released from the Trust Account equal to (x) the number of Investor Shares multiplied by (y) the redemption price for Class A Ordinary Shares redeemed in connection with the Business Combination.
Non-Redemption Payment. Immediately upon consummation of the Business Combination, the Company shall pay to the Investor a payment in respect of its Non-Redemption Shares (the “Non-Redemption Cash”) in cash directly from the Trust Account (as defined below) in an amount equal to (x) the number of Non-Redemption Shares multiplied by (y) (i) the Redemption Price, minus (ii) $2.50.
Non-Redemption Payment. Upon consummation of the Transactions, the Company shall pay or cause to be paid to the Investor a payment in respect of its Investor Non-Redemption Shares (the “Non-Redemption Cash”) in cash released from the Trust Account (as defined below) in an amount equal to the product of (x) the number of Investor Non-Redemption Shares and (y) the Redemption Price, less $3.00 (the “Net Cost Basis”) and provided, further, that the Company shall instruct the Trustee to deliver balance of the funds retained in the Trust Account as a result of the purchase and non-redemption of the Non- Redemption Shares to an account to be specified in writing by Zoomcar.
Non-Redemption Payment. In the event Backstop Investor has previously elected to redeem, tender or submit any Backstop Investor Shares for redemption, the Company shall accept any request to rescind or reverse such redemption request made no later than two business prior to the Closing promptly once submitted by Backstop Investor. Immediately upon Closing, the Company shall pay or cause the Company’s transfer agent to pay to Backstop Investor a payment in respect of Backstop Investor Shares (the “Non-Redemption Cash”) in cash released from the Trust Account (as defined below) in an amount equal to the product of (x) the number of Backstop Investor Shares and (y) (i) the Redemption Price less (ii) $5.00 (the “Net Cost Basis”). The Company shall inform Backstop Investor of the timing of Closing at least two business days prior to such date and provide Backstop Investor a final draft of the flow of funds from the Trust Account (as defined below) at least one business day prior to the Closing itemizing the Non-Redemption Cash (as defined below) due to Backstop Investor. Furthermore, Backstop Investor shall be invited and permitted to attend any meeting in connection with the Closing, including, but not limited to, any meeting regarding the flow of funds from the Trust Account.
Non-Redemption Payment. Meteora shall forbear from exercising its Redemption Rights with respect to the Meteora Shares in connection with the Meeting to approve the Extension Amendment Proposal and Trust Agreement Amendment Proposal. In the event that Meteora has previously elected to redeem, tender, or submit any Meteora Shares for redemption, Meteora shall rescind such election and the Company shall accept and request to rescind or reverse such redemption request once submitted by Meteora. If (a) as of 5:30 PM, New York time, on the date of the Meeting, Meteora holds the Meteora Shares, (b) Meteora does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Meteora Shares in connection with the Meeting, and (c) both the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved at the Meeting, then substantially concurrently with the submission of the amendment to the Articles to the Cayman Islands Registrar to effectuate the Extension Amendment Proposal, the Company shall pay from it own funds or, alternatively, cause the Trustee to pay to Meteora a payment in respect of the Meteora Shares (the “Non-Redemption Cash”) in cash released from the Company’s trust account (the “Trust Account”) in an amount equal to $270,000.