Common use of Waiver of Liquidation Distributions; Redemption Rights Clause in Contracts

Waiver of Liquidation Distributions; Redemption Rights. 4.1 In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination as defined in the Company’s Certificate of Incorporation. For purposes of clarity, in the event the Subscriber purchases shares of Class A common stock in the IPO or in the aftermarket (the “Additional Shares”), any additional Shares of Class A common stock so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares of common stock, both Shares and Additional Shares, into funds held in the Trust Account upon the successful completion of an initial business combination. 4.2 In connection with the Shares purchased pursuant to this Agreement and the Additional Shares, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account in connection with the approval by the Company’s shareholders of an amendment to the Company’s Certificate of Incorporation: (i) that modifies the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Series A Common shares public shares in connection with an initial business combination or to redeem 100% of our public shares if the Company does not complete its initial business combination within 18 months from the date of the IPO; or (ii) with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity.

Appears in 7 contracts

Samples: Securities Subscription Agreement (DUET Acquisition Corp.), Securities Subscription Agreement (Liberty Resources Acquisition Corp.), Securities Subscription Agreement (PONO Capital Corp)

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Waiver of Liquidation Distributions; Redemption Rights. 4.1 In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders shareholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination as defined in the Company’s Certificate Memorandum and Articles of IncorporationAssociation. For purposes of clarity, in the event the Subscriber purchases shares of Class A common stock shares in the IPO or in the aftermarket (the “Additional Shares”), any additional Additional Shares of Class A common stock shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares of common stock, both Shares and Additional Shares, into funds held in the Trust Account upon the successful completion of an initial business combination. 4.2 In connection with the Shares purchased pursuant to this Agreement and the Additional Shares, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account in connection with the approval by the Company’s shareholders of an amendment to the Company’s Certificate Memorandum and Articles of IncorporationAssociation: (i) that modifies the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Series A Common shares public shares in connection with an initial business combination or to redeem 100% of our public shares if the Company does not complete its initial business combination within 18 12 months (subject to a 6-month extension) from the date of the IPO; or (ii) with respect to any other material provision relating to stockholdersshareholders’ rights or pre-initial business combination activity.

Appears in 2 contracts

Samples: Securities Subscription Agreement (AEI CapForce II Investment Corp), Securities Subscription Agreement (Energem Corp)

Waiver of Liquidation Distributions; Redemption Rights. 4.1 In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination as defined in the Company’s Certificate of Incorporation. For purposes of clarity, in the event the Subscriber purchases shares of Class A common stock in the IPO or in the aftermarket (the “Additional Shares”), any additional Shares of Class A common stock so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares of common stock, both Shares and Additional Shares, into funds held in the Trust Account upon the successful completion of an initial business combination. 4.2 In connection with the Shares purchased pursuant to this Agreement and the Additional Shares, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account in connection with the approval by the Company’s shareholders of an amendment to the Company’s Certificate of Incorporation: (i) that modifies the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Series A Common shares public shares in connection with an initial business combination or to redeem 100% of our public shares if the Company does not complete its initial business combination within 18 eighteen (18) months from the date of the IPO; or (ii) with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity.

Appears in 1 contract

Samples: Securities Subscription Agreement (WODA Corp)

Waiver of Liquidation Distributions; Redemption Rights. 4.1 In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination as defined in the Company’s Certificate of Incorporation. For purposes of clarity, in the event the Subscriber purchases shares of Class A common stock in the IPO or in the aftermarket (the “Additional Shares”), any additional Shares of Class A common stock so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares of common stock, both Shares and Additional Shares, into funds held in the Trust Account upon the successful completion of an initial business combination. 4.2 In connection with the Shares purchased pursuant to this Agreement and the Additional Shares, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account in connection with the approval by the Company’s shareholders of an amendment to the Company’s Certificate of Incorporation: (i) that modifies the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Series A Common shares public shares in connection with an initial business combination or to redeem 100% of our public shares if the Company does not complete its initial business combination within 18 12 months from the date of the IPOIPO (or up to 21 months from the date of the IPO at the election of the Company pursuant to nine one month extensions subject to satisfaction of certain conditions, including the deposit of up to $264,000 per month or $303,600 per month if the underwriters’ over-allotment option is exercised in full ($0.033 per unit in either case); or (ii) with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity.

Appears in 1 contract

Samples: Securities Subscription Agreement (Global Star Acquisition Inc.)

Waiver of Liquidation Distributions; Redemption Rights. 4.1 In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination as defined in the Company’s Certificate of Incorporation. For purposes of clarity, in the event the Subscriber purchases shares of Class A common stock in the IPO or in the aftermarket (the “Additional Shares”), any additional Shares shares of Class A common stock so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares of common stock, both Shares and Additional Shares, into funds held in the Trust Account upon the successful completion of an initial business combination. 4.2 In connection with the Shares purchased pursuant to this Agreement and the Additional Shares, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account in connection with the approval by the Company’s shareholders of an amendment to the Company’s Certificate of Incorporation: (i) that modifies the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Series A Common shares public shares in connection with an initial business combination or to redeem 100% of our public shares if the Company does not complete its initial business combination within 18 months from the date of the IPO; or (ii) with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity.

Appears in 1 contract

Samples: Securities Subscription Agreement (Broad Capital Acquisition Corp)

Waiver of Liquidation Distributions; Redemption Rights. 4.1 In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination as defined in the Company’s Certificate of Incorporation. For purposes of clarity, in the event the Subscriber purchases shares of Class A common stock in the IPO or in the aftermarket (the “Additional Shares”), any additional Shares of Class A common stock so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares of common stock, both Shares and Additional Shares, into funds held in the Trust Account upon the successful completion of an initial business combination. 4.2 In connection with the Shares purchased pursuant to this Agreement and the Additional Shares, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account in connection with the approval by the Company’s shareholders of an amendment to the Company’s Certificate of Incorporation: (i) that modifies the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Series A Common shares public shares in connection with an initial business combination or to redeem 100% of our public shares if the Company does not complete its initial business combination within 18 21 months from the date of the IPO; or (ii) with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity.

Appears in 1 contract

Samples: Securities Subscription Agreement (Pono Capital Two, Inc.)

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Waiver of Liquidation Distributions; Redemption Rights. 4.1 In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders shareholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination as defined in the Company’s Certificate Memorandum and Articles of IncorporationAssociation. For purposes of clarity, in the event the Subscriber purchases shares of Class A common stock shares in the IPO or in the aftermarket (the “Additional Shares”), any additional Additional Shares of Class A common stock shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares of common stockOrdinary Shares, both Shares and Additional Shares, into funds held in the Trust Account upon the successful completion of an initial business combination. 4.2 In connection with the Shares purchased pursuant to this Agreement and the Additional Shares, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account in connection with the approval by the Company’s shareholders of an amendment to the Company’s Certificate Memorandum and Articles of IncorporationAssociation: (i) that modifies the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Series A Common shares public shares in connection with an initial business combination or to redeem 100% of our public shares if the Company does not complete its initial business combination within 18 12 months (subject to a 6-month extension) from the date of the IPO; or (ii) with respect to any other material provision relating to stockholdersshareholders’ rights or pre-initial business combination activity.

Appears in 1 contract

Samples: Securities Subscription Agreement (AEI CapForce II Investment Corp)

Waiver of Liquidation Distributions; Redemption Rights. 4.1 In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders shareholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination as defined in the Company’s Certificate Memorandum and Articles of IncorporationAssociation. For purposes of clarity, in the event the Subscriber purchases shares of Class A common stock Ordinary Shares in the IPO or in the aftermarket (the “Additional Shares”), any additional Shares of Class A common stock Ordinary Shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares of common stockOrdinary Shares, both Shares and Additional Shares, into funds held in the Trust Account upon the successful completion of an initial business combination. 4.2 In connection with the Shares purchased pursuant to this Agreement and the Additional Shares, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account in connection with the approval by the Company’s shareholders of an amendment to the Company’s Certificate Memorandum and Articles of IncorporationAssociation: (i) that modifies the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Series A Common shares public shares in connection with an initial business combination or to redeem 100% of our public shares if the Company does not complete its initial business combination within 18 12 months (subject to a 6-month extension) from the date of the IPO; or (ii) with respect to any other material provision relating to stockholdersshareholders’ rights or pre-initial business combination activity.

Appears in 1 contract

Samples: Securities Subscription Agreement (Golden Ventures Acquisition Corp)

Waiver of Liquidation Distributions; Redemption Rights. 4.1 In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders shareholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination as defined in the Company’s Certificate Memorandum and Articles of IncorporationAssociation. For purposes of clarity, in the event the Subscriber purchases ordinary shares of Class A common stock in the IPO or in the aftermarket (the “Additional Shares”), any additional Additional Shares of Class A common stock ordinary shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares of common stockordinary shares, both Shares and Additional Shares, into funds held in the Trust Account upon the successful completion of an initial business combination. 4.2 In connection with the Shares purchased pursuant to this Agreement and the Additional Shares, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account in connection with the approval by the Company’s shareholders of an amendment to the Company’s Certificate Memorandum and Articles of IncorporationAssociation: (i) that modifies the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Series A Common shares public ordinary shares in connection with an initial business combination or to redeem 100% of our public shares if the Company does not complete its initial business combination within 18 12 months (subject to a 6-month extension) from the date of the IPO; or (ii) with respect to any other material provision relating to stockholdersshareholders’ rights or pre-initial business combination activity.

Appears in 1 contract

Samples: Securities Subscription Agreement (AI Transportation Acquisition Corp)

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