Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 59 contracts
Samples: Placement Unit Purchase Agreement (Newsight Imaging Ltd.), Private Placement Unit Subscription Agreement (Namaste World Acquisition Corp), Private Placement Units Purchase Agreement (FG Merger Corp.)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the a Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 55 contracts
Samples: Private Placement Units Purchase Agreement (Clean Earth Acquisitions Sponsor LLC), Private Placement Units Purchase Agreement (Clean Earth Acquisitions Corp.), Private Placement Units Purchase Agreement (Sagaliam Sponsor LLC)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 32 contracts
Samples: Private Placement Shares Subscription Agreement (Sizzle Acquisition Corp.), Private Placement Units Purchase Agreement (B. Riley Principal 250 Merger Corp.), Private Placement Units Purchase Agreement (B. Riley Principal 250 Merger Corp.)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 17 contracts
Samples: Private Placement Units Purchase Agreement (Murphy Canyon Acquisition Corp.), Private Placement Units Purchase Agreement (Murphy Canyon Acquisition Corp.), Private Placement Units Purchase Agreement (Murphy Canyon Acquisition Corp.)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation incorporation, (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the any Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 12 contracts
Samples: Unit Purchase Agreement (GigCapital5, Inc.), Unit Purchase Agreement (GigCapital5, Inc.), Unit Purchase Agreement (GigInternational1, Inc.)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation incorporation, (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 12 contracts
Samples: Private Placement Securities Subscription Agreement (Lionheart III Corp), Private Placement Securities Subscription Agreement (Lionheart III Corp), Private Placement Unit Subscription Agreement (Mount Rainier Acquisition Corp.)
Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the each Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation incorporation, (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the any Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 11 contracts
Samples: Unit Purchase Agreement (GigInternational1, Inc.), Unit Purchase Agreement (GigInternational1, Inc.), Unit Purchase Agreement (GigCapital5, Inc.)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock Ordinary Shares sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder shareholder vote to approve an amendment to the Company’s amended and restated certificate memorandum and articles of incorporation association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholdersshareholders’ rights or pre-Business Combination activity. In the event the a Subscriber purchases shares of Common Stock Ordinary Shares in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock Ordinary Shares upon the same terms offered to all other purchasers of Common Stock Ordinary Shares in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 5 contracts
Samples: Private Placement Units Purchase Agreement (Israel Acquisitions Corp), Private Placement Units Purchase Agreement (Israel Acquisitions Corp), Private Placement Units Purchase Agreement (Israel Acquisitions Corp)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock Ordinary Shares sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder shareholder vote to approve an amendment to the Company’s amended and restated certificate memorandum and articles of incorporation association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholdersshareholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock Ordinary Shares in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock Ordinary Shares upon the same terms offered to all other purchasers of Common Stock Ordinary Shares in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 5 contracts
Samples: Underwriter Private Placement Units Purchase Agreement (GSR III Acquisition Corp.), Sponsor Private Placement Units Purchase Agreement (GSR III Acquisition Corp.), Sponsor Private Placement Units Purchase Agreement (GSR III Acquisition Corp.)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock Ordinary Shares sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder shareholder vote to approve an amendment to the Company’s amended and restated certificate memorandum and articles of incorporation association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholdersshareholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock Ordinary Shares in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock Ordinary Shares upon the same terms offered to all other purchasers of Common Stock Ordinary Shares in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 5 contracts
Samples: Private Placement Units Purchase Agreement (BYTE Acquisition Corp.), Private Placement Units Purchase Agreement (BYTE Acquisition Corp.), Private Placement Warrants Purchase Agreement (Aurora Acquisition Corp.)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 4 contracts
Samples: Private Placement Units Purchase Agreement (Vistas Media Acquisition Co Inc.), Private Placement Units Purchase Agreement (Vistas Media Acquisition Co Inc.), Private Placement Units Purchase Agreement (Vistas Media Acquisition Co Inc.)
Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber each of Subscribers hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the a Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 4 contracts
Samples: Private Placement Units Purchase Agreement (Jupiter Wellness Acquisition Corp.), Private Placement Units Purchase Agreement (Jupiter Wellness Acquisition Corp.), Private Placement Units Purchase Agreement (Deep Medicine Acquisition Corp.)
Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber Subscribers hereby waives waive any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation incorporation, (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the any Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 4 contracts
Samples: Private Placement Unit Subscription Agreement (Lionheart III Corp), Private Placement Unit Subscription Agreement (Lionheart III Corp), Private Placement Unit Subscription Agreement (Lionheart IV Corp)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock Ordinary Shares sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder shareholder vote to approve an amendment to the Company’s amended and restated certificate memorandum and articles of incorporation association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholdersshareholders’ rights or pre-Business Combination activity. In the event the a Subscriber purchases shares of Common Stock Ordinary Shares in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock Ordinary Shares upon the same terms offered to all other purchasers of Common Stock Ordinary Shares in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 3 contracts
Samples: Private Placement Units Purchase Agreement (Israel Acquisitions Corp), Private Placement Units Purchase Agreement (Israel Acquisitions Corp), Private Placement Units Purchase Agreement (Israel Acquisitions Corp)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate articles of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 3 contracts
Samples: Private Placement Units Purchase Agreement (FG Merger II Corp.), Private Placement Units Purchase Agreement (FG Merger III Corp.), Private Placement Units Purchase Agreement (FG Merger II Corp.)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock Ordinary Shares sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholdersshareholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock Units or Ordinary Shares in the IPO or in the aftermarket, any additional shares Ordinary Shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock Ordinary Shares upon the same terms offered to all other purchasers of Common Stock Units in the IPO or Units or Ordinary Shares in the aftermarket in the event the Company fails to consummate the Business Combination. Nothing herein shall preclude Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement.
Appears in 2 contracts
Samples: Unit Subscription Agreement (Semper Paratus Acquisition Corp), Unit Subscription Agreement (Semper Paratus Acquisition Corp)
Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the each Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the a Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 2 contracts
Samples: Unit Subscription Agreement (Forum Merger II Corp), Unit Subscription Agreement (Forum Merger II Corp)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Class A Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation incorporation, (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Class A Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Class A Common Stock upon the same terms offered to all other purchasers of Class A Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 2 contracts
Samples: Private Unit Subscription Agreement (Gaming & Hospitality Acquisition Corp.), Private Unit Subscription Agreement (Gaming & Hospitality Acquisition Corp.)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination Combination, or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem one hundred percent (100% %) of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the a Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 2 contracts
Samples: Unit Subscription Agreement (Thunder Bridge Capital Partners IV, Inc.), Unit Subscription Agreement (Thunder Bridge Capital Partners IV, Inc.)
Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder shareholder vote to approve an amendment to the Company’s amended and restated certificate memorandum and articles of incorporation association, (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholdersshareholders’ rights or pre-Business Combination activity. In the event any Purchaser purchases the Subscriber purchases shares of Common Stock Ordinary Shares in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock Ordinary Shares upon the same terms offered to all other purchasers of Common Stock the Ordinary Shares in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (GigCapital7 Corp.), Warrant Purchase Agreement (GigCapital7 Corp.)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the SecuritiesShares, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combinationinitial business combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combinationthe Company’s initial business combination, (iii) upon the Company’s redemption of shares of Class A Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination initial business combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination initial business combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination pre- initial business combination activity. In the event the a Subscriber purchases shares of Class A Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Class A Common Stock upon the same terms offered to all other purchasers of Class A Common Stock in the IPO in the event the Company fails to consummate the Business Combinationinitial business combination.
Appears in 2 contracts
Samples: Private Placement Purchase Agreement (Innovatus Life Sciences Acquisition Corp.), Private Placement Purchase Agreement (Innovatus Life Sciences Acquisition Corp.)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the a Subscriber purchases shares of Class A Common Stock in the IPO or in the aftermarketopen market, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Class A Common Stock upon the same terms offered to all other purchasers of Class A Common Stock in the IPO in the event the Company fails to consummate the Business Combination..
Appears in 1 contract
Samples: Securities Purchase Agreement (Financial Strategies Acquisition Corp.)
Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber Subscribers hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock Ordinary Shares sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholdersshareholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock Subscribers purchase Units or Ordinary Shares in the IPO or in the aftermarket, any additional shares Ordinary Shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock Ordinary Shares upon the same terms offered to all other purchasers of Common Stock Units in the IPO or Units or Ordinary Shares in the aftermarket in the event the Company fails to consummate the Business Combination. Nothing herein shall preclude either Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement.
Appears in 1 contract
Samples: Unit Subscription Agreement (EVe Mobility Acquisition Corp)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the a Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 1 contract
Samples: Private Placement Units Purchase Agreement (Financial Strategies Acquisition Corp.)
Waiver of Liquidation Distributions. In connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s 's redemption of shares of Common Stock Ordinary Shares sold in the Company’s 's IPO upon the Company’s 's failure to timely complete the Business Combination or (iv) in connection with a stockholder shareholder vote to approve an amendment to the Company’s 's amended and restated certificate memorandum and articles of incorporation association (A) to modify the substance or timing of the Company’s 's obligation to redeem 100% of the Company’s 's public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ shareholders' rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock Ordinary Shares in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock Ordinary Shares upon the same terms offered to all other purchasers of Common Stock Ordinary Shares in the IPO in the event the Company fails to consummate the Business Combination.
Appears in 1 contract
Samples: Private Placement Warrants Purchase Agreement (Aurora Acquisition Corp.)
