Common use of Waiver of Liquidation Distributions Clause in Contracts

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 with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company's consummation of the Business Combination, or (ii) upon the Company's redemption of shares of Common Stock upon the Company's failure to consummate the Business Combination within 15 months, which is extendable at the Subscriber’s option to up to 21 months, from the completion of the IPO or the liquidation of the Company prior to the expiration of such period. In the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket ("Public Shares"), the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company's consummation of the Business Combination. For the avoidance of doubt, the Subscriber shall be eligible to redeem any Public Shares 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, or liquidates, within 15 or up to 21 months, as applicable, from the completion of the IPO.

Appears in 3 contracts

Samples: Unit Subscription Agreement (Papaya Growth Opportunity Corp. I), Unit Subscription Agreement (Papaya Growth Opportunity Corp. I), Unit Subscription Agreement (Papaya Growth Opportunity Corp. I)

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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 with respect to the Securities in connection with redemption rights (i) the exercise of redemption rights in connection with the Company's ’s consummation of the Business Combination, or (ii) upon the Company's redemption of shares of Common Stock upon the Company's ’s failure to consummate the Business Combination within 15 months, which is extendable at the Subscriber’s option to up to 21 months, 18 months from the completion of the IPO or the liquidation of the Company prior to the expiration of such period18 month period or (iii) if the Company seeks an amendment to its amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares (as defined below). In the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket ("Public Shares"), the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company's ’s consummation of the Business Combination. For the avoidance of doubt, the Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers holders of Common Stock purchased in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within 15 or up to 21 months, as applicable, 18 months from the completion of the IPO.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Fintech Acquisition Corp Vi), Unit Subscription Agreement (Fintech Acquisition Corp Vi)

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 with respect to the Securities in connection with redemption rights (i) the exercise of redemption rights in connection with the Company's ’s consummation of the Business Combination, or (ii) upon the Company's redemption of shares of Common Stock upon the Company's ’s failure to consummate the Business Combination within 15 months, which is extendable at the Subscriber’s option to up to 21 months, 24 months from the completion of the IPO or the liquidation of the Company prior to the expiration of such period24 month period or (iii) if the Company seeks an amendment to its amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares (as defined below). In the event any Subscriber purchases shares of Common Stock Shares in the IPO or in the aftermarket ("Public Shares"), the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company's ’s consummation of the Business Combination. For the avoidance of doubt, the Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers holders of Common Stock Shares purchased in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within 15 or up to 21 months, as applicable, 24 months from the completion of the IPO.

Appears in 2 contracts

Samples: Unit Subscription Agreement (FTAC Athena Acquisition Corp.), Unit Subscription Agreement (FTAC Athena 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 with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company's ’s consummation of the Business Combination, or (ii) upon the Company's ’s redemption of shares of Common Stock Public Subunits (as defined below) upon the Company's ’s failure to consummate the Business Combination within 15 months, which is extendable at the Subscriber’s option to up to 21 months, months from the completion of the IPO (or 24 months from the closing of this offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 21 months from the closing of the IPO) or the liquidation of the Company prior to the expiration of such 21 month period (or 24 month period, as applicable). In the event any Subscriber purchases shares of Common Stock Subunits in the IPO or in the aftermarket ("Public Shares"Subunits”), the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares Subunits in connection with the exercise of redemption rights in connection with the Company's ’s consummation of the Business Combination. For the avoidance of doubt, the Subscriber shall be eligible to redeem any Public Shares Subunits upon the same terms offered to all other purchasers of Common Stock Public Subunits in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within 15 21 months (or up to 21 24 months, as applicable, ) from the completion of the IPO.

Appears in 2 contracts

Samples: Placement Unit Subscription Agreement (Global SPAC Partners Co,), Placement Unit Subscription Agreement (Global SPAC Partners Co,)

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 with respect to the Securities in connection with redemption rights (i) the exercise of redemption rights in connection with the Company's ’s consummation of the Business Combination, or (ii) upon the Company's redemption of shares of Common Stock upon the Company's ’s failure to consummate the Business Combination within 15 months, which is extendable at the Subscriber’s option to up to 21 months, 24 months from the completion of the IPO or the liquidation of the Company prior to the expiration of such period24 month period or (iii) if the Company seeks an amendment to its amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares (as defined below). In the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket ("Public Shares"), the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company's ’s consummation of the Business Combination. For the avoidance of doubt, the Subscriber shall be eligible to redeem any Public Shares 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, or liquidates, within 15 or up to 21 months, as applicable, 24 months from the completion of the IPO.

Appears in 2 contracts

Samples: Unit Subscription Agreement (FTAC Parnassus Acquisition Corp.), Unit Subscription Agreement (FTAC Parnassus 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 with respect to the Securities in connection with redemption rights (i) the exercise of redemption rights in connection with the Company's ’s consummation of the Business Combination, or (ii) upon the Company's redemption of shares of Common Stock upon the Company's ’s failure to consummate the Business Combination within 15 months, which is extendable at the Subscriber’s option to up to 21 months, 24 months from the completion of the IPO or the liquidation of the Company prior to the expiration of such period24 month period or (iii) if the Company seeks an amendment to its amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares (as defined below). In the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket ("Public Shares"), the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company's ’s consummation of the Business Combination. For the avoidance of doubt, the Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers holders of Common Stock purchased in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within 15 or up to 21 months, as applicable, 24 months from the completion of the IPO.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Fintech Acquisition Corp Vi), Unit Subscription Agreement (Fintech Acquisition Corp Vi)

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 with respect to the Securities in connection with redemption rights (i) the exercise of redemption rights in connection with the Company's ’s consummation of the Business Combination, or (ii) upon the Company's redemption of shares of Common Stock upon the Company's ’s failure to consummate the Business Combination within 15 months, which is extendable at the Subscriber’s option to up to 21 months, 24 months from the completion of the IPO or the liquidation of the Company prior to the expiration of such period24 month period or (iii) if the Company seeks an amendment to its amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares (as defined below). In the event the Subscriber purchases shares of Common Stock Shares in the IPO or in the aftermarket ("Public Shares"), the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company's ’s consummation of the Business Combination. For the avoidance of doubt, the Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers holders of Common Stock Shares in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within 15 or up to 21 months, as applicable, 24 months from the completion of the IPO.

Appears in 2 contracts

Samples: Unit Subscription Agreement (FTAC Hera Acquisition Corp.), Unit Subscription Agreement (FTAC Hera Acquisition Corp.)

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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 with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company's ’s consummation of the Business Combination, or (ii) upon the Company's ’s redemption of shares of Common Stock upon the Company's ’s failure to consummate the Business Combination within 15 months, which is extendable at 12 months from the Subscriber’s option to Closing Date (or up to 21 months, 18 months from the completion Closing Date if the Company extends the period of time to consummate a Business Combination, as described in more detail in the IPO Registration Statement) or the liquidation of the Company prior to the expiration of such 12-month period (or up to 18-months period). In the event any Subscriber purchases shares of Common Stock in the IPO or in the aftermarket ("Public Shares"), the such Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company's ’s consummation of the Business Combination. For the avoidance of doubt, the Subscriber Subscribers shall be eligible to redeem any Public Shares 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, or liquidates, within 15 12 months from the Closing Date (or up to 21 months18 months from the Closing Date if the Company extends the period of time to consummate a Business Combination, as applicable, from described in more detail in the completion of the IPORegistration Statement).

Appears in 2 contracts

Samples: Private Units Purchase Agreement (Larkspur Health Acquisition Corp.), Private Units Purchase Agreement (Larkspur Health 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 with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company's consummation of the Business Combination, or (ii) upon the Company's redemption of shares of Common Stock upon the Company's failure to consummate the Business Combination within 15 18 months, which is extendable at the Subscriber’s option to up to 21 months, from the completion of the IPO or the liquidation of the Company prior to the expiration of such period. In the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket ("Public Shares"), the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company's consummation of the Business Combination. For the avoidance of doubt, the Subscriber shall be eligible to redeem any Public Shares 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, or liquidates, within 15 18 or up to 21 months, as applicable, from the completion of the IPO.

Appears in 1 contract

Samples: Unit Subscription Agreement (Papaya Growth Opportunity Corp. I)

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 Securities, whether (i) in connection with (i) the exercise of redemption rights in connection with if the Company's consummation of Company consummates the Business Combination, or (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 sold in the Company’s IPO upon the Company's ’s failure to consummate timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Charter (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 within 15 months, which is extendable at the Subscriber’s option to months (or up to 21 months, 24 months from the completion closing of the IPO or the liquidation of if the Company prior extends the time to the expiration of such periodcomplete an initial Business Combination pursuant to its Charter) 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 ("Public Shares")aftermarket, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company's consummation of the Business Combination. For the avoidance of doubt, the Subscriber additional shares so purchased shall be eligible to redeem any Public Shares 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, or liquidates, within 15 or up to 21 months, as applicable, from the completion of the IPO.

Appears in 1 contract

Samples: Subscription Agreement (McLaren Technology Acquisition Corp.)

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