Common use of Waiver of Redemption Rights Clause in Contracts

Waiver of Redemption Rights. (a) The Holder acknowledges that it has, or will have, certain rights with respect to the redemption of the Holder Shares pursuant to the Articles and in connection with the consummation of the Extension. Holder covenants and agrees, for the benefit of the Company, that neither it nor any of its controlled affiliates shall exercise any Redemption Rights under the Articles in connection with the consummation of the Extension with respect to the Holder Shares (the “Redemption Rights”). (b) In furtherance of the covenants in Section 2(a): (x) Holder hereby irrevocably waives, on behalf of itself and its controlled affiliates, the Redemption Rights and irrevocably constitutes and appoints the Company and its designees, with the power of substitution, as its (and its controlled affiliates’) true and lawful agent and attorney-in-fact, with the power and authority in its name, place and stead, to revoke any redemption election made in contravention of Section 2(a) above limited solely with respect to any Holder Shares and to cause the Company’s transfer agent to fail to redeem such Holder Shares in connection with the Extension, (y) Holder shall deliver such documentation as is reasonably requested by the Company to evidence that none of the Holder Shares have been redeemed, and (z) in the event of a breach of Section 2(a) with respect to any Holder Shares (the “Redeemed Shares”), Holder unconditionally and irrevocably agrees to, or to cause one or more of its affiliates to, subscribe for and purchase from the Company (or from its assignee(s) or designee(s)) prior to the Extended Date a number of public shares of the Company equal to the number of such Redeemed Shares, for a per share purchase price equal to the amount to be received by public shareholders of the Company exercising their Redemption Rights in connection with the Extension. (c) The Company acknowledges and agrees that the Holder and/or its controlled affiliates may own additional public shares in excess of the Holder Shares (the “Other Shares”) and that nothing herein shall restrict any rights of the Holder with respect to such Other Shares including, without limitation, the right to redeem, or to submit a request to the Company’s transfer agent to redeem or otherwise exercise any right with respect to such Other Shares. (d) The Company acknowledges and agrees that nothing herein shall restrict any rights of the Holder with respect to the Business Combination Redemption, including, without limitation, the right to redeem, or to submit a request to the Company’s transfer agent to redeem or otherwise exercise any right with respect to public shares in connection with the Business Combination Redemption.

Appears in 2 contracts

Samples: Non Redeption Agreement (Inflection Point Acquisition Corp. II), Non Redeemtion Agreement (Inflection Point Acquisition Corp. II)

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Waiver of Redemption Rights. (a) The Holder acknowledges that it has, or will have, certain rights with respect to the redemption of the Holder Holder’s Purchase Commitment Shares pursuant to the Articles and in connection with the consummation of the Extension. Holder covenants and agrees, for the benefit of the Company, that neither it nor any of its controlled affiliates shall exercise any Redemption Rights under the Articles in connection with the consummation of the Extension with respect to the Holder Holder’s Purchase Commitment Shares (the “Redemption Rights”). (b) In furtherance of the covenants in Section 2(a): (x) Holder hereby irrevocably waives, on behalf of itself and its controlled affiliates, the Redemption Rights and irrevocably constitutes and appoints the Company and its designees, with the power of substitution, as its (and its controlled affiliates’) true and lawful agent and attorney-in-fact, with the power and authority in its name, place and stead, to revoke any redemption election made in contravention of Section 2(a) above limited solely with respect to any Holder Holder’s Purchase Commitment Shares and to cause the Company’s transfer agent to fail to redeem such Holder Holder’s Purchase Commitment Shares in connection with the Extension, (y) Holder shall deliver such documentation as is reasonably requested by the Company to evidence that none of the Holder Holder’s Purchase Commitment Shares have been redeemed, and (z) in the event of a breach of Section 2(a) with respect to any Holder Holder’s Purchase Commitment Shares (the “Redeemed Shares”), Holder unconditionally and irrevocably agrees to, or to cause one or more of its affiliates to, subscribe for and purchase from the Company (or from its assignee(s) or designee(s)) prior to the Extended Date a number of public shares of the Company equal to the number of such Redeemed Shares, for a per share purchase price equal to the amount to be received by public shareholders of the Company exercising their Redemption Rights in connection with the Extension. (c) The Company acknowledges and agrees that the Holder and/or its controlled affiliates may own additional public shares in excess of the Holder Holder’s Purchase Commitment Shares (the “Other Shares”) and that nothing herein shall restrict any rights of the Holder with respect to such Other Shares including, without limitation, the right to redeem, or to submit a request to the Company’s transfer agent to redeem or otherwise exercise any right with respect to such Other Shares. (d) The Company acknowledges and agrees that nothing herein shall restrict any rights of the Holder with respect to the Business Combination Redemption, including, without limitation, the right to redeem, or to submit a request to the Company’s transfer agent to redeem or otherwise exercise any right with respect to public shares in connection with the Business Combination Redemption.

Appears in 1 contract

Samples: Non Redeemtion Agreement (Inflection Point Acquisition Corp. II)

Waiver of Redemption Rights. (a) The Holder acknowledges that it has, or will have, has certain rights with respect to the redemption of the Holder Holder’s Shares pursuant to the Articles Charter and in connection with the consummation of the ExtensionExtension or an initial business combination. Holder covenants and agrees, for the benefit of the Company, that neither it nor any of its controlled affiliates shall exercise any Redemption Rights redemption rights under the Articles Charter in connection with the consummation of the Extension with respect to the Holder Holder’s Shares (the “Redemption Rights”). (b) In furtherance of the covenants in Section paragraph 2(a): (x) Holder hereby irrevocably waives, on behalf of itself and its controlled affiliates, the Redemption Rights and irrevocably constitutes and appoints the Company and its designees, with the power of substitution, as its (and its controlled affiliates’) true and lawful agent and attorney-in-fact, with the power and authority in its name, place and stead, to revoke any redemption election made in contravention of Section paragraph 2(a) above limited solely with respect to any Holder Holder’s Shares and to cause the Company’s transfer agent to fail to redeem such Holder Holder’s Shares in connection with the Extension, (y) Holder shall deliver such documentation as is reasonably requested by the Company to evidence that none of the Holder Holder’s Shares have been redeemed, and (z) in the event of a breach of Section paragraph 2(a) with respect to any Holder Holder’s Shares (the “Redeemed Shares”), Holder unconditionally and irrevocably agrees to, or to cause one or more of its affiliates to, subscribe for and purchase from the Company (or from its assignee(s) or designee(s)) prior to the Extended Date a number of public Class A ordinary shares of the Company equal to the number of such Redeemed Shares, for a per share purchase price equal to the amount to be received by public shareholders of the Company exercising their Redemption Rights in connection with the Extension. (c) The Company acknowledges and agrees that the Holder and/or its controlled affiliates may own additional public shares in excess of the Holder Holder’s Shares (the “Other Shares”) and that nothing herein shall restrict any rights of the Holder with respect to such Other Shares including, without limitation, the right to redeem, or to submit a request to the Company’s transfer agent to redeem or otherwise exercise any right with respect to such Other Shares. (d) The Company acknowledges and agrees that nothing herein shall restrict any rights of the Holder with respect to the Business Combination Redemption, including, without limitation, the right to redeem, or to submit a request to the Company’s transfer agent to redeem or otherwise exercise any right with respect to public shares in connection with the Business Combination Redemption.

Appears in 1 contract

Samples: Non Redeemption Agreement (BYTE Acquisition Corp.)

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Waiver of Redemption Rights. (a) The Holder acknowledges that it has, or will have, has certain rights with respect to the redemption of the Holder Holder’s Shares pursuant to the Articles Charter and in connection with the consummation of the ExtensionExtension or an initial business combination. Holder covenants and agrees, for the benefit of the Company, that neither it nor any of its controlled affiliates shall exercise any Redemption Rights redemption rights under the Articles Charter in connection with the consummation of the Extension with respect to the Holder Holder’s Shares (the “Redemption Rights”). (b) In furtherance of the covenants in Section paragraph 2(a): (x) Holder hereby irrevocably waives, on behalf of itself and its controlled affiliates, the Redemption Rights until the Extended Date, and irrevocably constitutes and appoints the Company and its designees, with the full power of substitution, as its (and its controlled affiliates’) true and lawful agent and attorney-in-fact, with the full power and authority in its name, place and stead, to revoke any redemption election made in contravention of Section paragraph 2(a) above limited solely with respect to any Holder Holder’s Shares and to cause the Company’s transfer agent to fail to redeem such Holder Holder’s Shares in connection with the ExtensionExtension until the Extended Date, (y) Holder shall deliver such documentation as is reasonably requested by the Company to evidence that none of the Holder Holder’s Shares have been redeemed, and (z) in the event of a breach of Section paragraph 2(a) with respect to any Holder Holder’s Shares (the “Redeemed Shares”), Holder unconditionally and irrevocably agrees to, or to cause one or more of its affiliates to, subscribe for and purchase from the Company (or from its assignee(s) or designee(s)) prior to the Extended Date a number of public Class A ordinary shares of the Company equal to the number of such Redeemed Shares, for a per share purchase price equal to the amount to be received by public shareholders of the Company exercising their Redemption Rights in connection with the ExtensionExtension and until the Extended Date. (c) The Company acknowledges and agrees that the Holder and/or its controlled affiliates may own additional public shares in excess of the Holder Holder’s Shares (the “Other Shares”) and that nothing herein shall restrict any rights of the Holder with respect to such Other Shares including, without limitation, the right to redeem, or to submit a request to the Company’s transfer agent to redeem or otherwise exercise any right with respect to such Other Shares. (d) The Company acknowledges and agrees that nothing herein shall restrict any rights of the Holder with respect to the Business Combination Redemption, including, without limitation, the right to redeem, or to submit a request to the Company’s transfer agent to redeem or otherwise exercise any right with respect to public shares in connection with the Business Combination Redemption.

Appears in 1 contract

Samples: Non Redeemption Agreement (BYTE Acquisition Corp.)

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