Common use of Waiver of Anti-Dilution Protections Clause in Contracts

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 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 SPAC Class B Shares held by it shall convert into shares of Acquiror Pubco Class A B Common Stock as set forth in Section 4.2(b)(i) of SPAC’s Certificate of Incorporation (the “Certificate of Incorporation”) 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)(ii4.2(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 Founder 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 AcquirorSPAC, the Company, any affiliate or designee of the Sponsor acting in his or her capacity as director director, or any of their respective successors and assigns 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 Sponsor hereby irrevocably and unconditionally (but subject to the consummation of the Merger) (xi) agrees that pursuant to Section 4.3(b)(i1.6(b) of the Certificate of Incorporation Merger Agreement, each SPAC Class B Ordinary Share issued and outstanding prior to the Sponsor Shares held by it Effective Time shall convert be converted automatically into shares of Acquiror Class A Common Stock at one (1) Holdings Ordinary Share (the Initial “SPAC Merger Consideration”), and (ii) waives any adjustment to SPAC Merger Consideration pursuant to the Conversion Ratio (as such term is defined defined in the Certificate SPAC’s Amended and Restated Memorandum of IncorporationAssociation) (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) Article 35 of the Certificate SPAC’s Amended and Restated Memorandum of IncorporationAssociation and any other anti-dilution protections with respect to the SPAC Merger Consideration resulting from the transactions contemplated by the Merger Agreement (including the issuance of Holdings Ordinary Shares or any other securities of Holdings in connection with such transactions) such that any Holdings Ordinary Shares, SPAC Class A Ordinary Shares or any other securities of the Holdings or the SPAC issued pursuant to any of the foregoing are excluded from the determination of the number of shares of the Holdings Ordinary Shares issuable upon payment of the SPAC Merger Consideration in connection with the transactions contemplated by the Merger Agreement. 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 AcquirorSPAC, the Company, any affiliate 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 Sponsor Agreement, the Merger Agreement or the consummation of the transactions contemplated hereby and thereby.

Waiver of Anti-Dilution Protections. The Sponsor hereby irrevocably and unconditionally (but subject to the consummation of the MergerMergers) (x) agrees that pursuant to Section 4.3(b)(i) of the Certificate certificate of Incorporation incorporation of Parent, the Sponsor Shares held by it shall convert into shares of Acquiror Parent 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 Parent Class A Common Stock) and (y) waives any adjustment to the Initial Conversion Ratio (as such term is defined in the Certificate of Incorporation) to which it would otherwise be entitled pursuant to Section 4.3(b)(ii) of the Certificate certificate of Incorporationincorporation of Parent. The Sponsor further agrees not to redeem any Sponsor Shares or shares of Acquiror Parent 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 AcquirorParent, 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.