Waiver of Anti-Dilution Protections. Sponsor hereby waives, subject to, and conditioned upon, the occurrence of the Closing, its right to an adjustment of the Conversion Ratio (as defined in Article 37 of the SPAC Articles) with respect to any conversion of its SPAC Class B Ordinary Share in connection with the Transactions.
Waiver of Anti-Dilution Protections. The Sponsor hereby irrevocably and unconditionally (but subject to the consummation of the Merger) (x) agrees that pursuant to Section 4.3(b)(i) of the Certificate of Incorporation the Sponsor Shares held by it shall convert into shares of Acquiror Class A Common Stock at the Initial Conversion Ratio (as such term is defined in the Certificate of Incorporation) (as adjusted to account for any subdivision (by stock split, subdivision, exchange, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding shares of shares of Acquiror Class A Common Stock) and (y) waives any adjustment to the Initial Conversion Ratio to which it would otherwise be entitled pursuant to Section 4.3(b)(ii) of the Certificate of Incorporation. The Sponsor further agrees not to redeem any Sponsor Shares or shares of Acquiror Class A Common Stock received upon the conversion of such Sponsor Shares and not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Acquiror, the Company, any affiliate or designee of the Sponsor acting in his or her capacity as director or any of their respective successors and assigns relating to the negotiation, execution or delivery of this Agreement, the Merger Agreement or the consummation of the transactions contemplated hereby and thereby.
Waiver of Anti-Dilution Protections. The Holder hereby irrevocably and unconditionally (but subject to the consummation of the Merger) (i) agrees that pursuant to Section 1.6(b) of the Business Combination Agreement, each Purchaser Class B Ordinary Share issued and outstanding prior to the Effective Time shall be converted automatically into one (1) Pubco Ordinary Share (the “Purchaser Merger Consideration”), and (ii) waives any adjustment to the Purchaser Merger Consideration pursuant to the Conversion Ratio (as such term is defined in the Purchaser’s Amended and Restated Memorandum of Association) to which it would otherwise be entitled pursuant to Article 35 of Purchaser’s Amended and Restated Memorandum of Association and any other anti-dilution protections with respect to the Purchaser Merger Consideration resulting from the transactions contemplated by the Business Combination Agreement (including the issuance of Pubco Ordinary Shares or any other securities of Pubco in connection with such transactions) such that any Pubco Ordinary Shares, Purchaser Class A Ordinary Shares or any other securities of the Pubco or Purchaser issued pursuant to any of the foregoing are excluded from the determination of the number of shares of the Pubco Ordinary Shares issuable upon payment of the Purchaser Merger Consideration in connection with the transactions contemplated by the Business Combination Agreement. The Holder further agrees not to redeem any Shares and not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Purchaser, the Company, any Affiliate or designee of the Holder acting in his or her capacity as director or any of their respective successors and assigns relating to the negotiation, execution or delivery of this Holder Agreement, the Business Combination Agreement or the consummation of the transactions contemplated hereby and thereby.
Waiver of Anti-Dilution Protections. The Sponsor hereby waives (but subject to consummation of the Mergers and the subscriptions contemplated by the Subscription Agreements), to the fullest extent permitted by law, the provisions of Article IV, Section 4.3(b)(ii) of the Amended and Restated Certificate of Incorporation of NMMC (as it may be amended) to have the Class B Common Stock convert into Class A Common Stock at the Merger Effective Time or at the consummation of the subscriptions contemplated by the Subscription Agreements, in each case, at a ratio greater than one-for-one. Notwithstanding anything to the contrary in the immediately prior sentence, this waiver shall be applicable only in connection with the transactions contemplated by the Transaction Agreement, the Subscription Agreements and this Agreement (and any Class A Common Stock issued in connection with the transactions contemplated by the Transaction Agreement) and shall be void and of no force and effect if this Agreement is terminated other than pursuant to Section 8(a) hereto.
Waiver of Anti-Dilution Protections. Sponsor, as the holder of a majority of the issued and outstanding shares of Acquiror Class B Common Stock, solely in connection with and only for the purpose of the Merger, hereby waives, to the fullest extent permitted by law, the Anti-Dilution Right, and agrees that the Acquiror Class B Common Stock will convert only upon the Initial Conversion Ratio (as defined in the Acquiror certificate of incorporation) in connection with the Merger. This waiver shall be void and of no force and effect following the earlier of (x) the Effective Time and (y) the date on which the Merger Agreement is validly terminated in accordance with its terms. All other terms related to the Acquiror Class B Common Stock shall remain in full force and effect, except as modified as set forth directly above, which modification shall be effective only upon the consummation of the Merger.
Waiver of Anti-Dilution Protections. Subject to the satisfaction or waiver of each of the conditions to the Closing set forth in the Business Combination Agreement, effective immediately prior to the Closing, Sponsor hereby (a) irrevocably and unconditionally waives, to the fullest extent permitted by Law and the Amended and Restated Memorandum and Articles of Association of Oxbridge dated August 11, 2021 (the “Oxbridge Articles of Association”), and (b) agrees not to assert or perfect any and all rights to adjustment or other anti-dilution protections Sponsor has or will have under Section 17.3 of the Oxbridge Articles of Association, to receive, with respect to each Class B Share held by Sponsor, more than one (1) Class A Share upon conversion of such Class B Share in accordance with the Oxbridge Articles of Association in connection with the consummation of the Transactions.
Waiver of Anti-Dilution Protections. The Sponsor hereby irrevocably and unconditionally (but subject to the consummation of the Mergers):
(i) agrees that pursuant to Article 17.2 of the Acies Organizational Document, the Sponsor Shares held by it shall convert into Acies Class A Ordinary Shares at the Initial Conversion Ratio (as such term is defined in the Acies Organizational Document) (as adjusted to account for any subdivision (by stock split, subdivision, exchange, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding Acies Class A Ordinary Shares); and
(ii) waives for itself, its successors and assigns any adjustment to the Initial Conversion Ratio to which it would otherwise be entitled pursuant to Article 17.3 of the Acies Organizational Document or otherwise. The Sponsor further agrees not to redeem any Sponsor Shares, any Acies Class A Ordinary Shares received upon the conversion of such Sponsor Shares or any other Covered Shares.
Waiver of Anti-Dilution Protections. Acquiror shall cause Sponsor and any other Class F Holder to waive, and shall cause each of them not to assert or perfect, any rights to adjustment or other anti-dilution protections with respect to any Founder Shares (whether in connection with the Transactions or otherwise and whether past, present or future).
Waiver of Anti-Dilution Protections. Each Sponsor, solely in connection with and only for the purpose of the MIPA, hereby waives, to the fullest extent permitted by law, the Anti-Dilution Right, and agrees that the Acquiror Class B Common Stock will convert only upon the Initial Conversion Ratio (as defined in the Acquiror certificate of incorporation) in connection with the Transactions. This waiver shall be void and of no force and effect following the earlier of (x) the Closing Date and (y) the date on which the MIPA is validly terminated in accordance with its terms. All other terms related to the Acquiror Class B Common Stock shall remain in full force and effect, except as modified as set forth directly above, which modification shall be effective only upon the consummation of the Transactions.
Waiver of Anti-Dilution Protections. Each Sponsor hereby waives (but subject to consummation of the Merger), to the fullest extent permitted by law, the provisions of Article IV, Section 4.3(b)(ii) of the Amended and Restated Certificate of Incorporation of GCAC (as in effect as of the Closing) to have the Class B Common Stock convert into Class A Common Stock at the Merger Effective Time at a ratio greater than one-for-one. Notwithstanding anything to the contrary in the immediately prior sentence, this waiver shall be applicable only in connection with the transactions contemplated by the Business Combination Agreement and this Agreement (and any Class A Common Stock issued in connection with the transactions contemplated by the Business Combination Agreement) and shall be void and of no force and effect if this Agreement is terminated.
