Common use of Transactions by Seller in the Shares Clause in Contracts

Transactions by Seller in the Shares. (a) Seller hereby waives the redemption rights (“Redemption Rights”) set forth in Section 9.2 of the Certificate of Incorporation in connection with the Business Combination with respect to Shares it acquires from holders of Shares other than the Issuer or affiliates of the Issuer (each, a “Third Party Shareholder”) who have redeemed Shares or indicated an interest in redeeming Shares pursuant to the Redemption Rights during the period (the “Hedging Period”) beginning on the date of execution of this Confirmation and ending at the earlier of (x) the time reversals of redemptions in connection with the Business Combination are no longer permitted, (y) the date that a Delisting occurs, or (z) the date that a Potential Event of Default, Event of Default or a Termination Event occurs with respect to Counterparty as the Defaulting Party or the Affected Party (the Shares so acquired, the “Subject Shares”). For the avoidance of doubt, Seller may sell or otherwise transfer or dispose of any of the Subject Shares or any other shares or securities of the Issuer in one or more public or private transactions at any time; provided that, if such sales of Subject Shares are to be settled during the Hedging Period, such transferee also agrees to waive Redemption Rights with respect to such Subject Shares; and provided further, that upon the settlement of any sale of Subject Shares after closing of Business Combination, “Optional Early Termination” provisions above shall apply. Any Subject Shares sold by Seller during the term of the Transaction will cease to be Subject Shares.

Transactions by Seller in the Shares. (a) Seller hereby waives the redemption rights (“Redemption Rights”) set forth in Section 9.2 of the Certificate of Incorporation in connection with the Business Combination with respect to Shares it acquires from holders of Shares other than the Issuer or affiliates of the Issuer (each, a “Third Party Shareholder”) who have redeemed Shares or indicated an interest in redeeming Shares pursuant to the Redemption Rights during the period (the “Hedging Period”) beginning on the date of execution of this Confirmation Agreement and ending at the earlier of (x) the time reversals of redemptions in connection with the Business Combination are no longer permitted, (y) the date that a Delisting occurs, or (z) the date that a Potential Event of Default, Event of Default or a Termination Event occurs with respect to Counterparty as the Defaulting Party or the Affected Party permitted (the Shares so acquired, the “Subject Shares”). For Following the avoidance end of doubtsuch period, Seller may shall promptly notify Counterparty of the number of Subject Shares. To the extent Seller acquired Shares for which a redemption election has already been made, it shall promptly rescind such election. Seller reserves the sole discretion to sell or otherwise transfer or dispose of any of the Subject Shares or any other shares or securities of the Issuer in one or more public or private transactions at any time; provided that, that if such sales of Subject Shares are to be settled transferred during the Hedging Period, such transferee also agrees to waive Redemption Rights with respect to such Subject Shares; Shares and provided transfer to the Counterparty any warrants distributed or to be distributed in respect of such Subject Shares and provided, further, that upon all Subject Shares, and all Shares purchased by Seller after the settlement Hedging Period but prior to the close on the date of any sale of Subject Shares after closing of the Business Combination, “shall be included in the Number of Shares and, upon the sale of any such Shares, such Shares shall constitute OET Shares with respect to which an Optional Early Termination” provisions above shall apply. Any Subject Shares sold by Seller during the term Termination has occurred for purposes of the Transaction will cease to be Subject Sharesthis Transaction.

Transactions by Seller in the Shares. (a) Seller hereby waives the redemption rights (“Redemption Rights”) set forth in Section 9.2 of the Certificate of Incorporation in connection with the Business Combination with respect to Shares it acquires from holders of Shares other than the Issuer or affiliates of the Issuer (each, a “Third Party Shareholder”) who have redeemed Shares or indicated an interest in redeeming Shares pursuant to the Redemption Rights during the period (the “Hedging Period”) beginning on the date of execution of this Confirmation Agreement and ending at the earlier of (x) the time reversals of redemptions in connection with the Business Combination are no longer permitted, (y) the date that a Delisting occurs, or (z) the date that a Potential Event of Default, Event of Default or a Termination Event occurs with respect to Counterparty as the Defaulting Party or the Affected Party permitted (the Shares so acquired, the “Subject Shares”). Following such date, Seller shall notify Counterparty of the number of Subject Shares. For the avoidance of doubt, Seller may sell or otherwise transfer or dispose of any of the Subject Shares or any other shares or securities of the Issuer in one or more public or private transactions at any time; provided that, that if such sales of Subject Shares are transferred prior to be settled during the Hedging PeriodClosing of the Business Combination, such transferee also agrees to waive Redemption Rights with respect to such Subject Shares; Shares and provided provided, further, that upon the settlement sale of any sale of Subject Shares after closing the Seller shall immediately be deemed to have delivered an OET Notice with respect to such Subject Shares specifying the settlement date of Business Combination, “Optional Early Termination” provisions above shall applysuch sale as the OET Settlement Date. Any Subject Shares sold by Seller during the term of the Transaction will cease to be Subject Shares.

Transactions by Seller in the Shares. (a) Seller hereby waives the redemption rights (“Redemption Rights”) set forth in Section 9.2 Article 36 of the Certificate Articles of Incorporation Association (excluding Article 36.5(b)(ii)) in connection with the Business Combination with respect to Shares it acquires from holders of Shares third parties and identifies on the Pricing Notice, other than the Issuer Counterparty or affiliates of the Issuer Counterparty (each, a “Third Party Shareholder”) who have redeemed Shares or indicated an interest in redeeming Shares pursuant to the Redemption Rights during the period (the “Hedging Period”) beginning on the date of execution of this Confirmation Agreement and ending at the earlier of (x) the time reversals of redemptions in connection with the Business Combination are no longer permitted, (y) the date that a Delisting occurs, or (z) the date that a Potential Event of Default, Event of Default or a Termination Event occurs with respect to Counterparty as the Defaulting Party or the Affected Party permitted (the Shares so acquired, the “Subject Shares”), except as required to not exceed the Excess Ownership Position. Following such date, Seller shall notify Counterparty of the number of Subject Shares. For the avoidance of doubt, Seller may sell or otherwise transfer transfer, loan or dispose of any of the Subject Shares or any other shares or securities of the Issuer Counterparty in one or more public or private transactions at any time; provided that, that if such sales of Subject Shares are so transferred prior to be settled during the Hedging PeriodClosing of the Business Combination, such transferee also agrees to waive Redemption Rights with respect to such Subject Shares; Shares and provided provided, further, that upon the settlement sale of any sale of Subject Shares after closing the Seller shall immediately be deemed to have delivered an OET Notice with respect to such Subject Shares specifying the settlement date of Business Combination, “Optional Early Termination” provisions above shall applysuch sale as the OET Settlement Date. Any Subject Shares sold by Seller during the term of the Transaction will cease to be Subject Shares.

Transactions by Seller in the Shares. (a) Seller hereby waives the redemption rights (“Redemption Rights”) set forth in Section 9.2 9.2(a) of the Certificate of Incorporation in connection with the Business Combination with respect to Shares it acquires from holders of Shares and identifies on the Pricing Notice, other than the Issuer Counterparty or affiliates of the Issuer Counterparty (each, a “Third Party Shareholder”) who have redeemed Shares or indicated an interest in redeeming Shares pursuant to the Redemption Rights during the period (the “Hedging Period”) beginning on the date of execution of this Confirmation Agreement and ending at the earlier of (x) the time reversals of redemptions in connection with the Business Combination are no longer permitted, (y) the date that a Delisting occurs, or (z) the date that a Potential Event of Default, Event of Default or a Termination Event occurs with respect to Counterparty as the Defaulting Party or the Affected Party permitted (the Shares so acquired, the “Subject Shares”), except as required to not exceed the Excess Ownership Position. Following such date, Seller shall notify Counterparty of the number of Subject Shares. For the avoidance of doubt, Seller may sell or otherwise transfer transfer, loan or dispose of any of the Subject Shares or any other shares or securities of the Issuer Counterparty in one or more public or private transactions at any time; provided that, that if such sales of Subject Shares are so transferred prior to be settled during the Hedging PeriodClosing of the Business Combination, such transferee also agrees to waive Redemption Rights with respect to such Subject Shares; Shares and provided provided, further, that upon the settlement sale of any sale of Subject Shares after closing the Seller shall immediately be deemed to have delivered an OET Notice with respect to such Subject Shares specifying the settlement date of Business Combination, “Optional Early Termination” provisions above shall applysuch sale as the OET Settlement Date. Any Subject Shares sold by Seller during the term of the Transaction will cease to be Subject Shares.