Common use of Waiver of Conversion Ratio Adjustment Clause in Contracts

Waiver of Conversion Ratio Adjustment. (a) (i) Section 4.3(b)(i) of the Certificate of Incorporation provides that each Founder Share shall automatically convert into one share of CCVII Common Stock (the “Initial Conversion Ratio”) at the time of the Business Combination, and (ii) Section 4.3(b)(ii) of the Certificate of Incorporation provides that the Initial Conversion Ratio shall be adjusted (the “Adjustment”) in the event that additional shares of CCVII Common Stock are issued in excess of the amounts offered in CCVII’s initial public offering of securities such that the Sponsor and the Insiders, along with any other holders of Founder Shares, shall continue to own 25% of the issued and outstanding shares of CCVII Common Stock after giving effect to such issuance. (b) As of and conditioned upon the Closing, the Sponsor and each Insider hereby irrevocably and unconditionally relinquishes and waives any and all rights the Sponsor and each Insider has or will have under Section 4.3(b)(ii) of the Certificate of Incorporation to receive shares of CCVII Common Stock in excess of the number issuable at the Initial Conversion Ratio upon conversion the existing Founder Shares held by him, her or it, as applicable, in connection with the Closing as a result of any Adjustment, and, as a result, the Founder Shares shall convert into shares of CCVII Class A Common Stock (or such equivalent security) at Closing on a one-for-one basis.

Appears in 1 contract

Samples: Sponsor Agreement (Churchill Capital Corp VII)

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Waiver of Conversion Ratio Adjustment. (a1) (iA) Section 4.3(b)(i) of the Certificate of Incorporation Charter provides that each Founder Share share of Class B Common Stock shall automatically convert into one share of CCVII Common Stock (the “Initial Conversion Ratio”) at the time of the Business Combination, and (iiB) Section 4.3(b)(ii) of the Certificate of Incorporation Charter provides that the Initial Conversion Ratio shall be adjusted (the “Adjustment”) in the event that additional shares of CCVII Common Stock are issued in excess of the amounts offered in CCVIIAcquiror’s initial public offering of securities such that the Sponsor and the Insiders, along with any other holders of Founder Shares, Insiders shall continue to own 25% of the issued and outstanding shares of CCVII Common Capital Stock after giving effect to such issuance. (b2) As of and conditioned upon the Closing, the Sponsor and each Insider hereby irrevocably and unconditionally relinquishes and waives any and all rights the Sponsor and each Insider has or will have under Section 4.3(b)(ii) of the Certificate of Incorporation Charter to receive shares of CCVII Common Stock in excess of the number issuable at the Initial Conversion Ratio upon conversion the existing Founder Shares 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 Founder Shares shares of Class B Common Stock shall convert into shares of CCVII Class A Common Stock (or such equivalent security) at Closing on a one-for-one basis.

Appears in 1 contract

Samples: Sponsor Agreement (Churchill Capital Corp III)

Waiver of Conversion Ratio Adjustment. (a1) (iA) Section 4.3(b)(i) of the Certificate of Incorporation Charter provides that each Founder Share share of Class B Common Stock shall automatically convert into one share of CCVII Common Stock (the “Initial Conversion Ratio”) at the time of the Business Combination, and (iiB) Section 4.3(b)(ii) of the Certificate of Incorporation Charter provides that the Initial Conversion Ratio shall be adjusted (the “Adjustment”) in the event that additional shares of CCVII Common Stock are issued in excess of the amounts offered in CCVIISPAC’s initial public offering of securities such that the Sponsor and the Insiders, along with any other holders of Founder Shares, Insiders shall continue to own 2520% of the issued and outstanding shares of CCVII Common Capital Stock after giving effect to such issuance. (b2) As of and conditioned upon the Closing, the Sponsor and each Insider hereby irrevocably and unconditionally relinquishes and waives any and all rights the Sponsor and each Insider has or will have under Section 4.3(b)(ii) of the Certificate of Incorporation Charter to receive shares of CCVII Common Stock in excess of the number issuable at the Initial Conversion Ratio upon conversion the existing Founder Shares 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 Founder Shares shares of Class B Common Stock shall convert into shares of CCVII Class A Common Stock (or such equivalent security) at Closing on a one-for-one basis.

Appears in 1 contract

Samples: Sponsor Agreement (Churchill Capital Corp IV)

Waiver of Conversion Ratio Adjustment. (a) (iA) Section 4.3(b)(i) of the Certificate of Incorporation provides that each Founder Share shall automatically convert into one share of CCVII Common Stock (the “Initial Conversion Ratio”) at the time of the Business Combination, and (iiB) Section 4.3(b)(ii) of the Certificate of Incorporation provides that the Initial Conversion Ratio shall be adjusted (the “Adjustment”) in the event that additional shares of CCVII Common Stock are issued in excess of the amounts offered in CCVIIAcquiror’s initial public offering of securities such that the Sponsor and the Insiders, along with any other holders of Founder Shares, shall continue to own 25% of the issued and outstanding shares of CCVII Common Stock after giving effect to such issuance. (b) securities. As of and conditioned upon the Closing, the Sponsor and each Insider hereby irrevocably and unconditionally relinquishes and waives any and all rights the Sponsor and each Insider has or will have under Section 4.3(b)(ii) of the Certificate of Incorporation to receive shares of CCVII Common Stock in excess of the number issuable at the Initial Conversion Ratio upon conversion of the existing Founder Shares held by him, her or it, as applicable, in connection with the Closing as a result of any Adjustment, and, . To the extent the Sponsor or any Insider receives any shares of Common Stock as a resultresult of any Adjustment in connection with the Closing, the Founder Shares it, he or she shall convert into promptly surrender such shares of CCVII Class A Common Stock (or such equivalent security) at Closing on a one-for-one basisfor cancelation, and no consideration shall be payable in connection therewith.

Appears in 1 contract

Samples: Acquiror Sponsor Letter Agreement (Fortress Value Acquisition Corp. II)

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Waiver of Conversion Ratio Adjustment. (a1) (iA) Section 4.3(b)(i) of the Certificate of Incorporation Charter provides that each Founder Share share of Class B Common Stock shall automatically convert into one share of CCVII Common Stock (the “Initial Conversion Ratio”) at the time of the Business Combination, and (iiB) Section 4.3(b)(ii) of the Certificate of Incorporation Charter provides that the Initial Conversion Ratio shall be adjusted (the “Adjustment”) in the event that additional shares of CCVII Common Stock are issued in excess of the amounts offered in CCVIIVelocity’s initial public offering of securities or in connection with the closing of the initial Business Combination such that the Sponsor and the Insiders, along with any other holders of Founder Shares, Insiders shall continue to own 25% of the issued and outstanding shares of CCVII Common Capital Stock after giving effect to such issuance. (b2) As of and conditioned upon the Closing, the Sponsor and each Insider hereby irrevocably and unconditionally relinquishes and waives any and all rights the Sponsor and each Insider has or will have under Section 4.3(b)(ii) of the Certificate of Incorporation Charter to receive shares of CCVII Common Stock in excess of the number issuable at the Initial Conversion Ratio upon conversion the existing Founder Shares 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 Founder Shares shares of Class B Common Stock shall convert into shares of CCVII Class A Common Stock (or such equivalent security) at Closing on a one-for-one basis.

Appears in 1 contract

Samples: Sponsor Agreement (Velocity Acquisition Corp.)

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