Sponsor Shares. The Sponsor represents and warrants that it holds 6,900,000 shares (the “Sponsor Shares”) of the issued and outstanding shares of Class B Common Stock, par value $0.0001 per share, of Buyer (the “Buyer Class B Common Stock”), as of the date of this Letter Agreement. As of the date hereof, there are 6,900,000 shares of Buyer Class B Common Stock issued and outstanding.
Sponsor Shares. On the Closing Date, the Insiders shall have purchased the Sponsor Shares and the purchase price for such Sponsor Shares shall be deposited into the Trust Account. EarlyBirdCapital, Inc. June 26, 2013 Page 30 of 45
Sponsor Shares. On the Closing Date, the Insiders shall have purchased the Sponsor Shares and the purchase price for such Sponsor Shares shall be deposited into the Trust Account.
Sponsor Shares a. In connection with that certain Subscription Agreement, dated as of the date hereof, by and between Xxxxxx Hospitality PLC (the “Company”) and [NAME OF INVESTOR] (“Subscriber”) (the “Subscription Agreement”), and as additional consideration for the Purchase Price and aggregate commitment of Subscriber as set forth in the Subscription Agreement, at (and contingent upon the occurrence of) the Closing, Bet on America, LLC (“Sponsor”) hereby agrees to take all actions reasonably necessary to transfer, or cause to be transferred, [●] shares of Class B Common Stock, par value $0.0001 per share, of BOA or, to the extent applicable, Ordinary Shares exchangeable therefor (the “Transferred Class B Shares”) to Subscriber at the Closing pursuant to and in accordance with Section 3 of that certain Sponsor Letter Agreement, dated as of December 1, 2021, by and among Sponsor, the Company, BOA and certain other persons party thereto (the “Sponsor Agreement”), notwithstanding any minimum investment commitment set forth in Section 3 of the Sponsor Agreement; provided that, for the avoidance of doubt, the Company and Sponsor hereby agree and acknowledge that such Transferred Class B Shares shall be transferred from, and will thereby reduce the corresponding number of shares available for use under, the Sponsor Share Pool (as defined in the Sponsor Agreement). The Sponsor covenants and agrees that the Transferred Class B Shares, upon transfer to the Investor in accordance with the terms hereof, will be validly issued, fully paid, non-assessable and free of any liens.
Sponsor Shares. (a) Notwithstanding anything to the contrary in Section 1.1, Sponsor shall from time to time transfer (the “Transfer”) in the aggregate up to 2,049,250 SPAC Shares (such 2,049,250 SPAC Shares being the “Sponsor Shares”) to a third party or multiple third parties (a) who provide financing in connection with the Transactions or (b) who serve as an advisor in connection with the Transactions and receive such Sponsor Shares in lieu of cash payment (the “Transferees”), as reasonably determined by the Sponsor with the prior written consent of EUR (which consent shall not be unreasonably delayed or withheld). The Transfer may be effected in order to satisfy existing obligations or liabilities of the SPAC or in support of financing efforts on behalf of the SPAC or Pubco in connection with the consummation of the Closing (or as otherwise agreed among the Parties).
Sponsor Shares. On or before the Effective Date, the Sponsor shall have delivered to the Escrow Agent certificates representing the Sponsor Shares, which certificates shall remain in the name of the Sponsor, to be held and disbursed subject to the terms and conditions of this Agreement. The Sponsor acknowledges that the certificates representing the Sponsor Shares are legended to reflect the deposit of such Sponsor Shares under this Agreement.
Sponsor Shares. The transactions contemplated by the Sponsor Agreement shall have been consummated.
Sponsor Shares. Concurrent with the Note Closing, Sponsor shall transfer and deliver to the Purchasers or their designees as set forth on Schedule 1.1 prior to the Note Closing, an upfront fee of 1.25% of the aggregate principal amount of the Notes issued pursuant to this Agreement as consideration for the commitments to purchase the Notes pursuant to this Agreement, payable in the form of 37,500 shares of common stock that were issued to the Sponsor prior to the initial public offering of the Company (the “Sponsor Shares”). The Sponsor shall transfer the Sponsor Shares as provided above as a condition to the Note Closing pursuant to Section 2.5 and the securities transfer agreement in the form attached hereto as Schedule 5.1 (the “Securities Transfer Agreement”).
Sponsor Shares. The Sponsor Shares shall not be entitled to receive the Per Share Price and shall, immediately prior to the Closing, be contributed, directly or indirectly, to Parent (or any direct or indirect parent company thereof) pursuant to the terms of the applicable Support Agreement and shall be treated in accordance with Section 2.7(a)(iii).
Sponsor Shares
