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

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 Holder Sponsor 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 Merger Agreement, each Purchaser SPAC Class B Ordinary Share issued and outstanding prior to the Effective Time shall be converted automatically into one (1) Pubco Holdings Ordinary Share (the “Purchaser SPAC Merger Consideration”), and (ii) waives any adjustment to the Purchaser SPAC Merger Consideration pursuant to the Conversion Ratio (as such term is defined defined in the PurchaserSPAC’s Amended and Restated Memorandum of Association) to which it would otherwise be entitled pursuant to Article 35 of Purchaserthe SPAC’s Amended and Restated Memorandum of Association and any other anti-dilution protections with respect to the Purchaser SPAC Merger Consideration resulting from the transactions contemplated by the Business Combination Merger Agreement (including the issuance of Pubco Holdings Ordinary Shares or any other securities of Pubco Holdings in connection with such transactions) such that any Pubco Holdings Ordinary Shares, Purchaser SPAC Class A Ordinary Shares or any other securities of the Pubco Holdings or Purchaser the SPAC issued pursuant to any of the foregoing are excluded from the determination of the number of shares of the Pubco Holdings Ordinary Shares issuable upon payment of the Purchaser SPAC Merger Consideration in connection with the transactions contemplated by the Business Combination Merger Agreement. The Holder Sponsor 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 Purchaserthe SPAC, the Company, any Affiliate Affiliate or designee of the Holder 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 Holder Sponsor Agreement, the Business Combination Merger Agreement or the consummation of the transactions contemplated hereby and thereby.

Waiver of Anti-Dilution Protections. The Holder Sponsor hereby irrevocably and unconditionally (but subject to the consummation of the Merger) agrees (i) agrees that pursuant to Section 1.6(b) the Founder Shares held by the Sponsor shall convert into SPAC Public Shares on a one-for-one basis in accordance with the Governing Documents 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 SPAC (the “Purchaser Merger ConsiderationSPAC Governing Documents”) (as adjusted to account for any subdivision (by share split, subdivision, exchange, share dividend, reclassification, recapitalization or otherwise) or combination (by reverse share split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding SPAC Public Shares), and (ii) waives not to assert or perfect any and all rights to 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 or other anti-dilution protections with respect to the Purchaser Merger Consideration resulting from Sponsor has or will have under 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 AgreementSPAC Governing Documents. The Holder Sponsor further agrees not to redeem any Covered Shares (including any SPAC Public Shares received upon the conversion of the 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 PurchaserSPAC, the Company, any Affiliate affiliate or designee of the Holder 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 Holder Agreement, the Business Combination Agreement BCA or the consummation of the transactions contemplated hereby and thereby. This Section 4(b) shall constitute written consent waiving, forfeiting and surrendering any anti-dilution protection pursuant to the SPAC Governing Documents and such waiver, forfeiture and surrender granted hereunder shall only terminate upon the termination of this Agreement. Notwithstanding anything to the contrary contained herein, the Sponsor does not waive, or agrees to refrain from asserting or perfecting any rights in the event the BCA is terminated. If the BCA is terminated, this Section 4(b) shall be deemed null and void ab initio.

Waiver of Anti-Dilution Protections. The Holder Sponsor hereby irrevocably and unconditionally (but subject to the consummation of the MergerAmalgamation) agrees (i) agrees that pursuant the Sponsor Shares held by it shall convert into Acquiror Class A Ordinary Shares on a one-for-one basis in accordance with the Acquiror Organizational Documents (as adjusted to Section 1.6(baccount for any subdivision (by share split, subdivision, exchange, share dividend, reclassification, recapitalization or otherwise) or combination (by reverse share split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the Business Combination Agreement, each Purchaser outstanding Acquiror Class B A Ordinary Share issued and outstanding prior to the Effective Time shall be converted automatically into one (1) Pubco Ordinary Share (the “Purchaser Merger Consideration”Shares), and (ii) waives not to assert or perfect any and all rights to 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 or 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 such Sponsor has 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 will have under Section 17.3 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 AgreementAcquiror Organizational Documents. The Holder Sponsor further agrees not to redeem any Sponsor Shares or Acquiror Class A Ordinary Shares 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 Purchaserthe Acquiror, the Company, any Affiliate affiliate or designee of the Holder 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 Holder Agreement, the Business Combination Agreement BCA or the consummation of the transactions contemplated hereby and thereby. This Section 4(b) shall constitute written consent waiving, forfeiting and surrendering any anti-dilution protection pursuant to the Acquiror Organizational Documents and such waiver, forfeiture and surrender granted hereunder shall only terminate upon the termination of this Agreement. Notwithstanding anything to the contrary contained herein, the Sponsor does not waive, or agree to refrain from asserting or perfecting any rights in the event the BCA is terminated. If the BCA is terminated, this Section 4(b) shall be deemed null and void ab initio.