Securities Assignment Agreement definition

Securities Assignment Agreement means that certain Securities Assignment Agreement, as amended and restated as of [__________], 2008, entered into by and among the Sponsors, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; (k) “Securities Purchase Agreement” shall mean the Securities Purchase Agreement, as amended and restated as of [__________], 2008, entered into by and among the Sponsors, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; (l) “Sponsors’ Warrants” shall mean the 8,600,000 warrants of the Company in aggregate amount, each exercisable for one share of Common Stock, acquired by the Sponsors simultaneously with the consummation of the Offering, of which an aggregate of 149,571 Sponsors’ Warrants were subsequently transferred to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; (m) “Sponsors’ Warrant Subscription Agreement” shall mean that certain Sponsors’ Warrant Subscription Agreement between the Company and the Sponsors, as amended and restated as of [__________], 2008 and (n) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Offering and the proceeds of the private placement of the Sponsors’ Warrants will be deposited.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Securities Assignment Agreement shall have the meaning given in the Recitals hereto.

Securities Assignment Agreement means a Securities Assignment Agreement substantially in the form attached hereto as Exhibit A-2.

Examples of Securities Assignment Agreement in a sentence

Subsequently, the Initial Shareholders entered into a Securities Assignment Agreement, dated as of March 2, 2021 (the “Founder’s Assignment Agreement”), with ▇▇▇▇▇▇▇ Opportunity Sponsor II L.P., a Delaware limited partnership (the “Sponsor”), pursuant to which the Initial Shareholders sold, assigned and transferred the Founder Shares to the Sponsor.
On December 20, 2019, the Company entered into a Securities Assignment Agreement, pursuant to which the Company assigned an aggregate of 1,092,500 of its Founder Shares to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-Last, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, for an aggregate purchase price of $4,750.00.
Seller hereby acknowledges and agrees that, to the extent the immediately foregoing sentence conflicts with Section 1 (except with regard to the assignment of shares to Seller) and the fifth sentence of Section 3 of the Securities Assignment Agreement, the immediately foregoing sentence shall control and the aforementioned provisions of the Securities Assignment Agreement shall have no further force or effect.
Notwithstanding anything to the contrary in either your Letter Agreement or Securities Assignment Agreement, effective from March 16, 2021, you will receive cash compensation in an amount equal to $100,000 per annum (payable in arrears), until the earlier of (x) you cease to serve as a Director and (y) the Company’s consummation of an initial business combination (the “Conversion Time”); provided that any partial year shall be paid on a pro rata basis.
Subsequently, the Purchaser entered into a Securities Assignment Agreement, dated as of December 30, 2020 (the “Founder’s Assignment Agreement”), with Disruptive Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and the Company, pursuant to which Purchaser sold, assigned and transferred the Founder Shares to the Sponsor, for an aggregate purchase price of $25,000.
Sponsor hereby waives any rights it has to the Transfer Shares and any rights it has with respect to any other Founder Shares now, or in the future, held by Director pursuant to the Securities Assignment Agreement.
Subsequently, the Purchaser entered into a Securities Assignment Agreement, dated as of December 30, 2020 (the “Founder’s Assignment Agreement”), with the Sponsor and the Company, pursuant to which Purchaser sold, assigned and transferred the Founder Shares to the Sponsor, for an aggregate purchase price of $25,000.
The Securities Assignment Agreement has been duly authorized, executed and delivered by the GP Sponsor and the Act III Sponsor, and is a valid and binding agreement of the GP Sponsor and the Act III Sponsor, enforceable against the GP Sponsor and the Act III Sponsor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
Following the Director’s appointment to the Company’s Board of Directors (the “Board”) and subject to the Board’s approval, the Sponsor shall transfer [ ] shares of the Company’s Class B ordinary shares (the “Shares”) to the Director pursuant to a Securities Assignment Agreement.
The Sponsor has entered into a Securities Assignment Agreement, effective as of [·], 2016 (the “Securities Assignment Agreement”), with each of the Company’s independent directors (each, a “Buyer”), pursuant to which the Sponsor assigned [·] of its Founder Shares to each Buyer (an aggregate of [·] Founder Shares) for an aggregate purchase price of $[·].

More Definitions of Securities Assignment Agreement

Securities Assignment Agreement means that certain Securities Assignment Agreement, dated as of [ ], 2008, entered into by and among the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇;] [(f)][(g)] “Sponsor” shall mean Orbit Holdings, LLC, a Delaware limited liability company; [(g)][(h)] “Sponsor’s Warrants” shall mean the 6,000,000 warrants of the Company in aggregate amount, each exercisable for one share of Common Stock, acquired by the Sponsor simultaneously with the consummation of the Offering; and [(h)][(i)] “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Offering and the proceeds of the private placement of the Sponsor’s Warrants will be deposited. [10][11]. The undersigned acknowledges and understands that the Company and the Underwriters will rely upon the agreements, representations and warranties set forth herein in proceeding with the Offering. Nothing contained herein shall be deemed to render any Underwriter with respect to the Offering a representative of, or a fiduciary with respect to, the Company, its stockholders, or any creditor or vendor of the Company with respect to the subject matter hereof or the transactions contemplated hereby. This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Orbit Acquisition Corp. JPMorgan Securities Inc. Page 7

Securities Assignment Agreement means that certain Securities Assignment Agreement, dated as of [ ], 2008, entered into by and among the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and [ ]; (i) “Sponsor’s Warrants” shall mean the 6,000,000 warrants of the Company in aggregate amount, each exercisable for one share of Common Stock, acquired by the Sponsor simultaneously with the consummation of the Offering; (j) “Sponsor’s Warrant Subscription Agreement” shall mean that certain Sponsor’s Warrant Subscription Agreement between the Company and the Sponsor, dated as of [ ], 2008 and (k) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Offering and the proceeds of the private placement of the Sponsor’s Warrants will be deposited. Orbit Acquisition Corp. JPMorgan Securities Inc. Page 8