Waiver of Anti-Dilution Provisions. The Sponsor hereby irrevocably waives (for itself and for its successors, assigns and transferees), to the fullest extent permitted by applicable Law and the Governing Documents of SPAC, any anti-dilution or other protection with respect to the SPAC Class B Ordinary Shares or the shares of SPAC Successor Class B Common Stock that would result in the SPAC Class B Ordinary Shares or shares of SPAC Successor Class B Common Stock, as applicable, converting into other Equity Securities of SPAC or HoldCo in connection with any of the transactions contemplated by the Business Combination Agreement or any Ancillary Agreement (including the Domestication Merger, the Business Combination Merger and any Financing Arrangement) at a ratio greater than one-for-one (including the provisions of Article 17 of SPAC’s Amended and Restated Memorandum and Articles of Association and any corresponding provisions of SPAC Successor’s certificate of incorporation or bylaws). The waiver specified in this Section 1.2 will be applicable only in connection with the Transactions (including the Domestication Merger, the Business Combination Merger and any Financing Arrangement) and will be void and of no force and effect if the Business Combination Agreement is validly terminated for any reason prior to the Closing. For the avoidance of doubt, the foregoing waiver does not waive the Sponsor’s rights under Section 17.8 of SPAC’s Amended and Restated Memorandum and Articles of Association (or any corresponding provision of SPAC Successor’s certificate of incorporation or bylaws), which provides that in no event may any SPAC Class B Ordinary Share (or share of SPAC Successor Class B Common Stock, as applicable) convert into SPAC Class A Ordinary Shares (or shares of SPAC Successor Class A Common Stock, as applicable) at a ratio that is less than one-for-one.
Waiver of Anti-Dilution Provisions. Subject to, and conditioned upon, the occurrence of the Closing, the Sponsor hereby irrevocably waives (for itself and for its successors, heirs and assigns), to the fullest extent permitted by applicable Law and the Governing Documents of SPAC, the application of the adjustment to the Initial Conversion Ratio (as defined in the current certificate of incorporation of SPAC (the “Current Charter”)) pursuant to Section 4.3(b)(ii) of the Current Charter in connection with the issuance of shares of SPAC Class A Shares. The waiver specified in this Section 1.2 will be applicable only in connection with the issuance of shares of SPAC Class A Shares and will be void and of no force and effect if the Business Combination Agreement is validly terminated for any reason prior to the Closing. The waiver specified in this Section 1.2 constitutes the written consent of the holders of a majority of the shares of SPAC Class B Shares outstanding, voting separately as a single class, in the manner contemplated by Section 4.3(b)(iii) of the Current Charter.
Waiver of Anti-Dilution Provisions. Each of PVC, Comvest, Shea and Priddy hereby waives on its own behalf and on behalf of exxx of itx Xxxxliates the operation of any anti-dilution or adjustment provisions set forth in any security or Stock Equivalent of the Company held by such Person as a result of the issuance of shares of the Common Stock by the Company in connection with the transactions contemplated by this Agreement and the Merger Agreement.
Waiver of Anti-Dilution Provisions. Each of PVC, Comvest, Shea and Priddy hereby waives on its own behalf and on behalf of each xx xts Afxxxxxxes the operation of any anti-dilution or adjustment provisions set forth in any security or Stock Equivalent of the Company held by such Person as a result of the issuance of shares of the Common Stock by the Company in connection with the transactions contemplated by this Agreement and the Merger Agreement.
Waiver of Anti-Dilution Provisions. As long as no Forbearance Default occurs and the Company complies with the terms of Section 4.12 hereof, each Investor waives the application of Section 7(a) of such Investor’s Note (“Adjustment of Conversion Price upon Issuance of Common Stock”) with respect to any Dilutive Issuances by the Company following the Effective Date; provided, however, that immediately upon the occurrence of a Forbearance Default, such waiver shall terminate and the Conversion Price shall be adjusted automatically to an amount (but only if less than the Conversion Price then in effect) equal to the Conversion Price that would have existed on the related Forbearance Default Date had such waiver not been granted and had the adjustments required by Section 7(a) of the Note been made for all Dilutive Issuances occurring after the Effective Date.
Waiver of Anti-Dilution Provisions. Each Sponsor hereby irrevocably waives (for itself and for its successors, heirs and assigns), to the fullest extent permitted by applicable Law and the Governing Documents of Acquiror, the application of the adjustment to the Initial Conversion Ratio (as defined in the current certificate of incorporation of Acquiror (the “Current Charter”)) pursuant to Section 4.3(b)(ii) of the Current Charter in connection with the issuance of (a) shares of Acquiror Class A Common Stock and shares of Acquiror Convertible Preferred Stock pursuant to the PIPE Investment and (b) shares of Acquiror Class A Common Stock and, if applicable, Acquiror Class C Common Stock pursuant to the Investor Investment. The waiver specified in this Section 1.2 will be applicable only in connection with the issuance of shares of Acquiror Class A Common Stock and shares of Acquiror Convertible Preferred Stock pursuant to the PIPE Investment and/or with the issuance of shares of Acquiror Class A Common Stock and, if applicable, Acquiror Class C Common Stock pursuant to the Investor Investment and will be void and of no force and effect if the Merger Agreement is validly terminated for any reason prior to the Closing. The waiver specified in this Section 1.2 constitutes the written consent of the holders of a majority of the shares of Acquiror Class B Common Stock outstanding, voting separately as a single class, in the manner contemplated by Section 4.3(b)(iii) of the Current Charter.
Waiver of Anti-Dilution Provisions. Sponsor hereby irrevocably and unconditionally (but subject to the consummation of the Business Combination) waives any adjustment to the Initial Conversion Ratio (as defined in the Amended and Restated Certificate of Incorporation of SPAC (the “Certificate of Incorporation”)) to which it would otherwise be entitled pursuant to Section 4.3(b)(ii) of the Certificate of Incorporation that would result from the issuance of shares of Class A Common Stock or other equity-linked securities pursuant to the Subscription Agreements or otherwise in connection with the Transactions.
Waiver of Anti-Dilution Provisions. Each Purchaser hereby waives any and all rights afforded to such Purchaser pursuant to anti-dilution, adjustment or similar provisions contained in any of the Designations or any Warrant, to the extent that such rights may be triggered by the issuance of Securities under this Agreement, including any Addendum Agreement.
Waiver of Anti-Dilution Provisions. Each Sponsor hereby (but subject to the consummation of the Closing) irrevocably waives (for itself, for its successors, heirs and assigns), to the fullest extent permitted by Law and the Amended and Restated Certificate of Incorporation of Acquiror (as it may be amended from time to time, the “Charter”), the provisions of Section 4.3 of the Charter to have the Acquiror Class B Common Stock convert to Acquiror Class A Common Stock in connection with the Merger at a ratio of greater than one-for-one. The waiver specified in this Section 1.4 shall be applicable only in connection with the transactions contemplated by the Merger Agreement and this Sponsor Agreement (and any shares of Acquiror Class A Common Stock, PubCo Common Stock or equity-linked securities issued in connection with the transactions contemplated by the Merger Agreement and this Sponsor Agreement) and shall be void and of no force and effect if the Merger Agreement shall be terminated for any reason prior to the Closing.
Waiver of Anti-Dilution Provisions. Subject to approval of the terms of the IPO (including as to the number of shares offered and the price per share) by the Pricing Committee or the Board, so long as at least three (3) of the Series Preferred Directors concur in such approval of the Pricing Committee or the Board, the undersigned stockholders, representing holders of at least a majority of the outstanding shares of the Series A Preferred Stock and at least a majority of the outstanding shares of the Series B Preferred Stock, hereby provide the Company with written notice that no adjustment of the Series A Conversion Price or Series B Conversion Price shall be made as the result of the issuance of Additional Shares of Common Stock pursuant to the IPO.
