Forfeitures, Transfers, etc. Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges or earn-outs for any reason on the Assigned Securities. Investor acknowledges that, pursuant to the Amended and Restated Limited Liability Company Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor LLC Agreement”), prior to, or at the time of, the Initial Business Combination, the managers of the Sponsor have the authority to cause the Sponsor to subject the Founder Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under which the Founder Shares were issued or any restrictions or other provisions relating to the Founder Shares set forth in the instruments establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the Founder Shares, and that the managers are authorized to effectuate such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements, including arrangements relating to the relaxation or early release of restrictions, in such amounts and pursuant to such terms as they determine in their sole and absolute discretion for any reason. Sponsor acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall apply only to the Founder Shares other than the Assigned Securities and the terms and conditions applicable to the Assigned Securities shall not be changed or reduced as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements.
Forfeitures, Transfers, etc. Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges or earn-outs for any reason on the Promote Shares.
Forfeitures, Transfers, etc. Hxxxxx agrees that the Non-Redemption Support Shares to be received hereby shall be subject to the transfer restrictions set forth in Section 7 of that certain letter agreement, dated as of March 1, 2021 (as it exists on the date of the Agreement, the “Letter Agreement”), entered into by the Sponsor in connection with Axxx’s initial public offering. In connection with the transfer of the Non-Redemption Support Shares to Holder, Holder shall execute a joinder to the Letter Agreement in substantially the form attached here to as Exhibit B pursuant to which Holder shall agree with Anzu to be bound solely by Section 7 of the Letter Agreement solely with respect to the Non-Redemption Support Shares. Holder shall not be required to forfeit or transfer the Non-Redemption Support Shares. Holder acknowledges that, pursuant to the Third Amended and Restated Operating Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor LLC Agreement”), prior to, or at the time of, the Initial Business Combination, the managers of the Sponsor have the authority to cause the Sponsor to subject the Sponsor Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under which the Sponsor Shares were issued or any restrictions or other provisions relating to the Sponsor Shares set forth in the instruments establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the Sponsor Shares, and that the managers are authorized to effectuate such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements, including arrangements relating to the relaxation or early release of restrictions, in such amounts and pursuant to such terms as they determine in their sole and absolute discretion for any reason. Sponsor acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall apply only to the Sponsor Shares other than the Non-Redemption Support Shares and the terms and conditions applicable to the Non-Redemption Support Shares shall not be changed as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements.
Forfeitures, Transfers, etc. Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges or earn-outs for any reason on the Assigned Securities. Sponsor acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall apply only to the Founder Shares other than the Assigned Securities and the terms and conditions applicable to the Assigned Securities shall not be changed or reduced as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements.
Forfeitures, Transfers, etc. Except as otherwise set forth in the Letter Agreement effective as of the date of this Agreement, Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges or earn-outs for any reason on the Issued Securities.
Forfeitures, Transfers, etc. Notwithstanding the limited partnership agreement of the Sponsor (as it exists on the date hereof, the “Sponsor LP Agreement”) or the Letter Agreement effective as of the date of this Agreement or anything else that may permit a result to the contrary, the Assigned Securities shall not under any circumstances or for any reason be subject to forfeiture, surrenders, claw-backs, transfers, disposals, exchanges or earn-outs or similar.
