Waiver of Anti-Dilution Rights. Section 4.3(b)(i) of the Charter provides that each share of Class B Common Stock of the Buyer, par value $0.0001 per share (the “Class B Common Stock”), shall automatically convert into one share of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) automatically concurrently with or immediately following the closing of the Business Combination, and Section 4.3(b)(ii) of the Charter provides that the Initial Conversion Ratio shall be adjusted (the “Adjustment”) in the event that additional shares of Class A Common Stock or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Buyer's initial public offering of securities and related to or in connection with the closing of the initial Business Combination such that the Sponsor and the Insiders shall continue to own 25% of the issued and outstanding shares of Class A Common Stock after giving effect to such issuance. As of and conditioned upon the Closing (as such term is defined in the Business Combination Agreement), the Sponsor and each Insider hereby irrevocably relinquishes and waives any and all rights the Sponsor and each Insider has or will have under Section 4.3(b)(ii) of the Charter to receive shares of Class A Common Stock in excess of the number issuable at the Initial Conversion Ratio upon conversion of the existing Class B Common Stock held by him, her or it, as applicable, in connection with the Closing as a result of any Adjustment, and, as a result, the shares of Class B Common Stock shall convert into shares of Class A Common Stock (or such equivalent security) at Closing on a one-for-one basis such that, as a result of such conversion, all outstanding shares of Class B Common Stock shall collectively convert into 5,943,750 shares of Class A Common Stock. When used
Waiver of Anti-Dilution Rights. Each Parent Shareholder hereby waives any and all anti-dilution or similar rights (if any) that may otherwise be available under the Parent Organizational Documents, applicable Law or pursuant to any contract or other agreement between or among such Parent Shareholder or any Affiliate of such Parent Shareholder (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, with respect to the Transactions and that it shall not take any action in furtherance of exercising any such rights.
Waiver of Anti-Dilution Rights. The Company and the Purchaser hereby acknowledge that the issuance and sale of the Securities may trigger certain anti-dilution rights that the Purchaser is entitled to under certain other agreements pursuant to which the Purchaser acquired other securities of the Company. The Purchaser hereby waives any and all such anti-dilution rights and hereby acknowledges that the issuance and sale of the Securities will not result in adjustments to the purchase prices, conversion prices, or exercise prices of any other outstanding securities of the Company held by the Purchaser.
Waiver of Anti-Dilution Rights. The requisite majority of shareholders have waived their anti-dilution rights in connection with the transactions contemplated under this Agreement, including, without limitation, in connection with the issuance of the Credit Line Warrants and their underlying shares, the securities issued upon conversion of the Conversion Amount as such term is defined in Section 1.2 of Exhibit 4.2) and any other Issued Securities.
Waiver of Anti-Dilution Rights. To the extent that any Existing Warrant contains any provision that would act to reduce the exercise price of such Existing Warrant if the Company were to issue any Common Stock, other than excepted issuances specified in the applicable Existing Warrant (“Excepted Issuances”), at a price below such exercise price, the Holder hereby agrees that such Existing Warrant hereby is amended to remove such anti-dilution protection and, until such Existing Warrant is no longer outstanding, the Company shall be prohibited from issuing any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modifying, with equivalent effect, any of the foregoing that may be outstanding), other than Excepted Issuances, at a price below $.042.
Waiver of Anti-Dilution Rights. Contingent upon and effective as of the Closing, pursuant to Section 17.4 of the Amended and Restated Memorandum and Articles of Association of SPAC (the “SPAC Articles”), the Sponsor and the Insiders, in their capacity as holders of one hundred percent (100%) of the Founder Shares, each hereby irrevocably and unconditionally waives and covenants and agrees not to exercise, assert or perfect, any rights to adjustment or other anti-dilution protections with respect to the Initial Conversion Ratio (as defined in the SPAC Articles), including those rights that would otherwise apply pursuant to Section 17.3 of the SPAC Articles as a result of the issuance of any New PubCo Ordinary Shares in connection with any of the Transactions (including the Mergers, the PIPE Investment and the Company Shareholder PIPE Investment) such that the New PubCo Ordinary Shares issued pursuant to any of the Transactions are excluded from the determination of the number of New PubCo Class A Ordinary Shares issuable upon conversion of the Founder Shares pursuant to Section 17.3 of the SPAC Articles.
Waiver of Anti-Dilution Rights. Each Sponsor Party, severally and not jointly, hereby waives the provisions of Section 4.3(b)(ii) of the SPAC Certificate of Incorporation relating to the adjustment of the Initial Conversion Ratio (as defined in the SPAC Certificate of Incorporation) in connection with the Transactions.
Waiver of Anti-Dilution Rights. Each of the Sponsor Parties hereby waives (and agrees to execute such documents or certificates evidencing such waiver as OceanTech and/or the Company may reasonably request) any adjustment to the Initial Conversion Ratio as defined in and set forth in Section 4.3(b) of the OceanTech Certificate of Incorporation or of any other anti-dilution rights or similar protection with respect to its Shares (whether resulting from the transactions contemplated hereby, by the Merger Agreement or any Ancillary Document or by any other transaction consummated in connection with the transactions contemplated hereby and thereby).
Waiver of Anti-Dilution Rights. In January 2000, the Company issued an aggregate of 151,350 shares (as adjusted for the June 2000 stock split) of the Company’s Class A Common Stock at a price per share equal to $3.70 (as adjusted for the June 2000 stock split) (the “January 2000 Issuance”), of which 48,616 shares of Class A Common Stock remain outstanding. Each Investor hereby agrees to waive any and all anti-dilution rights granted to such Investor pursuant to the terms of any security of the Company, including the Warrants, with respect to the January 2000 Issuance, and that no adjustment shall be required to either the exercise price or the number of shares of Class A Common Stock subject to any of the Warrants. This waiver shall apply only to the January 2000 Issuance.
Waiver of Anti-Dilution Rights. NGEN and Robeco hereby waive any adjustments to the applicable conversion price and conversion ratio of their Series A Stock in accordance with the Company’s Amended and Restated Articles of Incorporation with respect to the issuance of Purchased Shares and/or Conversion Shares as contemplated herein.
