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, , (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within nine (9) months from the completion of the IPO (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Shares or (iii) upon the Company’s redemption of Ordinary Shares upon the Company’s failure to consummate the Business Combination within nine (9) months (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each) from the completion of the IPO or the liquidation of the Company prior to the expiration of such nine (9) month period (or up to eighteen (18) month period if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each). In the event any Subscriber purchases Ordinary Shares in the IPO or in the aftermarket (“Public Shares”), 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, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Shares in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within nine (9) months (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each) from the completion of the IPO.

Appears in 2 contracts

Samples: Private Placement Units Subscription Agreement (Hainan Manaslu Acquisition Corp.), Private Placement Units Subscription Agreement (Hainan Manaslu Acquisition Corp.)

AutoNDA by SimpleDocs

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) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within nine (9) months from the completion of the IPO (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Shares or (iii) upon the Company’s redemption of Ordinary Shares shares of Common Stock sold in connection with the IPO upon the Company’s failure to consummate the Business Combination within nine (9) 12 months (or within if extended, up to eighteen (18) 18 months if as described in the Company extends the period Company’s Amended and Restated Certificate of time to consummate the initial Business Combination up to nine (9) times for one (1) month eachIncorporation) from the completion of the IPO or the liquidation of the Company prior to the expiration of such nine (9) 12th month period (or up to eighteen (18such 18th month) month period, or such later period if approved by the Company extends Company’s stockholders in accordance with the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each)Company’s Amended and Restated Charter. In the event any Subscriber purchases Ordinary Shares 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 Ordinary Shares Common Stock in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within nine (9) 12 months (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each18 months) from the completion of the IPO.

Appears in 2 contracts

Samples: Subscription Agreement (Western Acquisition Ventures Corp.), Subscription Agreement (Western Acquisition Ventures 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, , (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares Class A ordinary shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within nine fifteen (915) months from the completion of the IPO (or within up to eighteen twenty-one (1821) months if the Company extends the period of time to consummate the initial Business Combination up to nine two (92) times for one three (13) month months each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Shares Class A ordinary shares or (iii) upon the Company’s redemption of Ordinary Shares shares of Common Stock upon the Company’s failure to consummate the Business Combination within nine fifteen (915) months (or within up to eighteen twenty-one (1821) months if the Company extends the period of time to consummate the initial Business Combination up to nine two (92) times for one three (13) month months each) from the completion of the IPO or the liquidation of the Company prior to the expiration of such nine fifteen (915) month period (or up to eighteen twenty-one (1821) month period if the Company extends the period of time to consummate the initial Business Combination up to nine two (92) times for one three (13) month months each). In the event any Subscriber purchases Ordinary Shares shares of Common Stock in the IPO or in the aftermarket (“Public Shares”), 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, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Shares Common Stock in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within nine fifteen (915) months (or within up to eighteen twenty-one (1821) months if the Company extends the period of time to consummate the initial Business Combination up to nine two (92) times for one three (13) month months each) from the completion of the IPO.

Appears in 2 contracts

Samples: Unit Subscription Agreement (GoGreen Investments Corp), Unit Subscription Agreement (GoGreen Investments 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 with (i) the exercise of redemption rights in connection with the Company’s consummation of the Business Combination, , or (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within nine (9) months from the completion of the IPO (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Shares or (iii) upon the Company’s redemption of Ordinary Shares shares of Common Stock sold in connection with the IPO upon the Company’s failure to consummate the Business Combination within nine (9) 12 months (or within if extended, up to eighteen (18) 18 months if as described in the Company extends the period Company’s Amended and Restated Certificate of time to consummate the initial Business Combination up to nine (9) times for one (1) month eachIncorporation) from the completion of the IPO or the liquidation of the Company prior to the expiration of such nine (9) 12th month period (or up to eighteen (18such 18th month) month period, or such later period if approved by the Company extends Company’s stockholders in accordance with the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each)Company’s Amended and Restated Charter. In the event any Subscriber purchases Ordinary Shares 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 Ordinary Shares Common Stock in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within nine (9) 12 months (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each18 months) from the completion of the IPO.

Appears in 1 contract

Samples: Subscription Agreement (Western Acquisition Ventures 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, , (ii) a shareholder vote to approve an amendment to the Company’s 's amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s 's obligation to provide holders of the Company’s Ordinary Shares 's Class A ordinary shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within nine (9) 24 months from the completion of the IPO (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Shares 's Class A ordinary shares or (iii) upon the Company’s redemption of Ordinary Shares shares of Common Stock upon the Company’s failure to consummate the Business Combination within nine twenty-four (924) months (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each) from the completion of the IPO or the liquidation of the Company prior to the expiration of such nine twenty-four (924) month period (or up to eighteen (18) month period if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each)period. In the event any Subscriber purchases Ordinary Shares shares of Common Stock in the IPO or in the aftermarket (“Public Shares”), 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, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Shares Common Stock in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within nine twenty-four (924) months (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each) from the completion of the IPO.

Appears in 1 contract

Samples: Unit Subscription Agreement (GoGreen Investments Corp)

AutoNDA by SimpleDocs

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, , (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares included in the units sold in the IPO (the “Public Shares”) the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within nine sixteen and a half (916.5) months from the completion of the IPO (or within up to eighteen twenty-two and a half (1822.5) months if the Company extends the period of time to consummate the initial Business Combination up to nine twice for three (93) times for one (1) month months each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Public Shares or (iii) upon the Company’s redemption of Ordinary Shares upon the Company’s failure to consummate the Business Combination within nine sixteen and a half (916.5) months (or within up to eighteen twenty-two and a half (1822.5) months if the Company extends the period of time to consummate the initial Business Combination up to nine twice for three (93) times for one (1) month months each) from the completion of the IPO or the liquidation of the Company prior to the expiration of such nine sixteen and a half (916.5) month period (or up to eighteen twenty-two and a half (1822.5) month period if the Company extends the period of time to consummate the initial Business Combination up to nine twice for three (93) times for one (1) month months each). In the event any Subscriber purchases Ordinary Shares in the IPO or in the aftermarket (“any Public Shares”), 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, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Public Shares in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within nine sixteen and a half (916.5) months (or within up to eighteen twenty-two and a half (1822.5) months if the Company extends the period of time to consummate the initial Business Combination up to nine twice for three (93) times for one (1) month months each) from the completion of the IPO.

Appears in 1 contract

Samples: Private Placement Units Subscription Agreement (Blue Room 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, , (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within nine twelve (912) months from the completion of the IPO (or within up to eighteen twenty-one (1821) months if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Shares or (iii) upon the Company’s redemption of Ordinary Shares upon the Company’s failure to consummate the Business Combination within nine twelve (912) months (or within up to eighteen twenty-one (1821) months if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each) from the completion of the IPO or the liquidation of the Company prior to the expiration of such nine twelve (912) month period (or up to eighteen twenty-one (1821) month period if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each). In the event any Subscriber purchases Ordinary Shares in the IPO or in the aftermarket (“Public Shares”), 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, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Shares in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within nine twelve (912) months (or within up to eighteen twenty-one (1821) months if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each) from the completion of the IPO.

Appears in 1 contract

Samples: Private Placement Units Subscription Agreement (Hainan Manaslu 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, , (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares included in the units sold in the IPO (the “Public Shares”) the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within nine fifteen (915) months from the completion of the IPO (or within up to eighteen twenty one (1821) months if the Company extends the period of time to consummate the initial Business Combination up to nine twice for three (93) times for one (1) month months each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Public Shares or (iii) upon the Company’s redemption of Ordinary Shares upon the Company’s failure to consummate the Business Combination within nine fifteen (915) months (or within up to eighteen twenty-one (1821) months if the Company extends the period of time to consummate the initial Business Combination up to nine twice for three (93) times for one (1) month months each) from the completion of the IPO or the liquidation of the Company prior to the expiration of such nine fifteen (915) month period (or up to eighteen twenty-one (1821) month period if the Company extends the period of time to consummate the initial Business Combination up to nine twice for three (93) times for one (1) month months each). In the event any Subscriber purchases Ordinary Shares in the IPO or in the aftermarket (“any Public Shares”), 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, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Public Shares in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within nine fifteen (915) months (or within up to eighteen twenty-one (1821) months if the Company extends the period of time to consummate the initial Business Combination up to nine twice for three (93) times for one (1) month months each) from the completion of the IPO.

Appears in 1 contract

Samples: Private Placement Units Subscription Agreement (Blue Room Acquisition Corp.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!