Waiver of Anti-Dilution Provision. The Sponsor and each Beneficial Owner hereby waives (for itself, for its successors, heirs and assigns), to the fullest extent permitted by law and the amended and restated articles of association of SPAC, dated February 4, 2021 (as it may be amended from time to time, the “Articles”), the provisions of Section 12 of the Articles to have the Class B ordinary shares convert into shares of SPAC Class A Common Stock pursuant to the Domestication at a ratio of greater than one-for-one, and agrees not to exercise, assert or perfect, any anti-dilution protections with respect to the rate at which the Class B ordinary shares shall convert into shares of SPAC Class A Common Stock pursuant to the Domestication. The waiver specified in this Section 3 shall be applicable only in connection with the Transactions and this Agreement (and any Equity Securities issued in connection with the Transactions) and shall be void and of no force and effect if the BCA shall be terminated for any reason in accordance with the terms of Article IX of the BCA.
Appears in 2 contracts
Samples: Sponsor Support Agreement (G Squared Ascend I Inc.), Sponsor Support Agreement (G Squared Ascend I Inc.)
Waiver of Anti-Dilution Provision. The Sponsor and each Beneficial Owner hereby waives and agrees not to exercise, assert or perfect (for itself, for its successors, heirs and assigns), to the fullest extent permitted by law and the amended and restated articles of association of SPACAcquiror, dated February 4December 15, 2021 2020 (as it may be amended and/or restated from time to time, the “Articles”), the provisions of Section 12 17 of the Articles to have the Acquiror’s Class B ordinary shares convert into shares of SPAC Class A Domesticated Acquiror Common Stock pursuant to the Domestication at a ratio of greater than one-for-one, and agrees not to exercise, assert or perfect, any anti-dilution protections with respect to the Acquiror Class B ordinary shares in connection with the rate at which the Acquiror Class B ordinary shares shall convert into shares of SPAC Class A Domesticated Acquiror Common Stock pursuant to or otherwise in connection with the Domesticationtransactions contemplated by the Merger Agreement. The waiver specified in this Section 3 shall be applicable only in connection with this Agreement, the Transactions Merger Agreement and this Agreement (the transactions contemplated hereby and any Equity Securities issued in connection with the Transactions) thereby and shall be void and of no force and effect if the BCA Merger Agreement shall be terminated for any reason in accordance with the terms of Article IX of the BCAreason.
Appears in 2 contracts
Samples: Merger Agreement (Motive Capital Corp), Sponsor Support Agreement (Motive Capital Corp)
Waiver of Anti-Dilution Provision. The Each Sponsor and each Beneficial Owner hereby (but subject to the consummation of the Mergers) waives (for itself, for its successors, heirs and assigns), to the fullest extent permitted by law and the amended and restated memorandum and articles of association of SPAC, dated February 4, 2021 Acquiror (as it may be amended from time to time, the “Articles”), the provisions of Section 12 Article 17.3 of the Articles to have the Acquiror Class B ordinary shares Shares convert into shares of SPAC to Acquiror Class A Common Stock pursuant to the Domestication Shares at a ratio of greater than one-for-one, and agrees not to exercise, assert one or perfect, any other adjustments or anti-dilution protections that arise in connection with respect to the rate at which the Class B ordinary shares shall convert into shares issuance of SPAC Class A Acquiror Common Stock pursuant to the DomesticationShares. The waiver specified in this Section 3 1.8 shall be applicable only in connection with the Transactions transactions contemplated by the Merger Agreement and this Agreement (and any Equity Securities shares of Acquiror Class A Shares or equity-linked securities issued in connection with the Transactionstransactions contemplated by the Merger Agreement and this Agreement) and shall be void and of no force and effect if the BCA Merger Agreement shall be terminated for any reason in accordance with the terms of Article IX of the BCAreason.
Appears in 1 contract
Samples: Sponsor Support Agreement (Reinvent Technology Partners Z)
Waiver of Anti-Dilution Provision. The Sponsor and each Beneficial Owner hereby (but subject to the consummation of the Merger) waives (for itself, for its successors, heirs and assigns), to the fullest extent permitted by law and the amended and restated memorandum and articles of association of SPAC, dated February 4, 2021 Acquiror (as it may be amended from time to time, the “Articles”), the provisions of Section 12 Article 17.3 of the Articles to have the Acquiror Class B ordinary shares Common Stock convert into shares of SPAC to Acquiror Class A Common Stock pursuant to the Domestication at a ratio of greater than one-for-one, and agrees not to exercise, assert one or perfect, any other adjustments or anti-dilution protections that arise in connection with respect to the rate at which the Class B ordinary shares shall convert into shares issuance of SPAC Class A Acquiror Common Stock pursuant to the DomesticationShares. The waiver specified in this Section 3 1.8 shall be applicable only in connection with the Transactions transactions contemplated by the Merger Agreement and this Agreement (and any Equity Securities shares of Acquiror Class A Common Stock or equity-linked securities issued in connection with the Transactionstransactions contemplated by the Merger Agreement and this Agreement) and shall be void and of no force and effect if the BCA Merger Agreement shall be terminated for any reason in accordance with the terms of Article IX of the BCAreason.
Appears in 1 contract
Samples: Sponsor Support Agreement (Reinvent Technology Partners)