Examples of ARYA Sponsor in a sentence
Subject to, and conditioned upon and effective as of, the occurrence of the ARYA Merger Effective Time, 1,147,500 of the Sponsor Shares held by the ARYA Sponsor as of such time shall be subject to the provisions set forth in this Section 7 (such Sponsor Shares, the “Earn-Out Shares”).
The ARYA Sponsor shall make a protective election under Section 83(b) of the Code with respect to the Earn-Out Shares.
No Party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of Law, or otherwise, without the written consent (a) ARYA and Amber GT Parent prior to the Closing and (b) ARYA, Amber GT Parent and the ARYA Sponsor following the Closing.
This Agreement may be amended or modified only by a written agreement executed and delivered by (a) ARYA and the Company prior to the Company Merger Effective Time and (b) HoldCo, the ARYA Sponsor and the Company after the Company Merger Effective Time.
From and after the vesting of the Earn-Out Shares, HoldCo shall take (or cause to be taken) all necessary or appropriate actions to evidence the ownership by the ARYA Sponsor (or its transferees permitted pursuant to Section 7(c)) of the Earn-Out Shares, including, without limitation, through the provision of an updated securities registry showing such ownership (as certified by an officer of HoldCo responsible for maintaining such registry or the applicable registrar or transfer agent of HoldCo).
Subject to Sxxxxxx 0, xxxx of this Agreement or any of the rights, interests or obligations hereunder shall be assignable by (a) an Insider without the prior written consent of ARYA and Amber GT, (b) Amber GT without the prior written consent of the ARYA Sponsor and ARYA or (c) ARYA without the prior written consent of the ARYA Sponsor and Amber GT.
This Agreement cannot be amended, supplemented or modified, except by a writing signed by (i) each of ARYA and Amber GT Parent prior to the Closing and (ii) ARYA, ARYA Sponsor and Amber GT Parent following the Closing, and cannot be amended, supplemented or modified orally or by course of conduct.
Subject to, and conditioned upon and effective as of immediately prior to, the occurrence of XXXX Xxxxxx Effective Time, the ARYA Sponsor shall automatically be deemed to irrevocably forfeit, surrender and transfer to ARYA for no consideration a number of Sponsor Shares held by it immediately prior to the ARYA Merger Effective Time equal to the ARYA Sponsor Forfeited Share Amount (such Sponsor Shares so forfeited, the “ARYA Sponsor Forfeited Shares”).
Xxxxxx Email: xxxxxx.xxxxxxxx@xxxxxxx.xxx xxxxxxxxx.xxxxxx@xxxxxxx.xxx If to ARYA Sponsor, to: c/o ARYA Science Acquisition Corp IV 00 Xxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxxxxx Xxxxxxxx Email: xxxx@xxxxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxxxx.xxx Xxxx@xxxxxxxxxxxxxx.xxx Xxxxxxxxxx@xxxxxxxxxxxxxx.xxx with a copy (which shall not constitute notice) to: Xxxxxxxx & Xxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxxx X.
For instance, all parties must be satisfied with the current level of service before an entry can be added.