Common use of Waiver of Liquidation Distributions Clause in Contracts

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company’s consummation of the Business Combination, (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within twelve (12) months from the completion of the IPO (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to twice (2) for three (3) months each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Shares or (iii) upon the Company’s redemption of Ordinary Shares upon the Company’s failure to consummate the Business Combination within the prescribed period as provided in the Company’s amended and restated memorandum and articles of association. In the event any Subscriber purchases Ordinary Shares in the IPO or in the aftermarket (“Public Shares”), Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company’s consummation of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Shares in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within the prescribed period as provided in the Company’s amended and restated memorandum and articles of association.

Appears in 3 contracts

Samples: Private Placement Units Subscription Agreement (Global Lights Acquisition Corp), Form of Private Placement Units Subscription Agreement (Global Lights Acquisition Corp), Private Placement Units Subscription Agreement (Miao Zhizhuang)

AutoNDA by SimpleDocs

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company’s consummation of the Business Combination, or (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within twelve (12) months from the completion of the IPO (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to twice (2) for three (3) months each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Shares or (iii) upon the Company’s redemption of Ordinary Shares shares of Common Stock sold in connection with the IPO upon the Company’s failure to consummate the Business Combination within the prescribed period 12 months (or if extended, up to 18 months as provided described in the Company’s amended Amended and restated memorandum Restated Certificate of Incorporation) from the completion of the IPO or the liquidation of the Company prior to the expiration of such 12th month (or up to such 18th month) period, or such later period approved by the Company’s stockholders in accordance with the Company’s Amended and articles of associationRestated Charter. In the event any Subscriber purchases Ordinary Shares shares of Common Stock in the IPO or in the aftermarket (“Public Shares”), the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company’s consummation of the Business Combination. For the avoidance of doubt, the Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Shares Common Stock in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within 12 months (or up to 18 months) from the prescribed period as provided in completion of the Company’s amended and restated memorandum and articles of associationIPO.

Appears in 2 contracts

Samples: Subscription Agreement for Private Placement Units (Western Acquisition Ventures Corp.), Subscription Agreement for Private Placement Units (Western Acquisition Ventures Corp.)

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company’s consummation of the Business Combination, , (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares Class A ordinary shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within twelve fifteen (1215) months from the completion of the IPO (or within up to eighteen twenty-one (1821) months if the Company extends the period of time to consummate the initial Business Combination up to twice two (2) times for three (3) months each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Shares Class A ordinary shares or (iii) upon the Company’s redemption of Ordinary Shares shares of Common Stock upon the Company’s failure to consummate the Business Combination within fifteen (15) months (or within up to twenty-one (21) months if the prescribed Company extends the period as provided in of time to consummate the Company’s amended and restated memorandum and articles initial Business Combination up to two (2) times for three (3) months each) from the completion of associationthe IPO or the liquidation of the Company prior to the expiration of such fifteen (15) month period (or up to twenty-one (21) month period if the Company extends the period of time to consummate the initial Business Combination up to two (2) times for three (3) months each). In the event any Subscriber purchases Ordinary Shares shares of Common Stock in the IPO or in the aftermarket (“Public Shares”), Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company’s consummation of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Shares Common Stock in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within fifteen (15) months (or within up to twenty-one (21) months if the prescribed Company extends the period as provided in of time to consummate the Company’s amended and restated memorandum and articles initial Business Combination up to two (2) times for three (3) months each) from the completion of associationthe IPO.

Appears in 2 contracts

Samples: Unit Subscription Agreement (GoGreen Investments Corp), Unit Subscription Agreement (GoGreen Investments Corp)

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company’s consummation of the Business Combination, , (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within twelve nine (129) months from the completion of the IPO (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to twice nine (29) times for three one (31) months month each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Shares or (iii) upon the Company’s redemption of Ordinary Shares upon the Company’s failure to consummate the Business Combination within nine (9) months (or within up to eighteen (18) months if the prescribed Company extends the period as provided in of time to consummate the Company’s amended and restated memorandum and articles initial Business Combination up to nine (9) times for one (1) month each) from the completion of associationthe IPO or the liquidation of the Company prior to the expiration of such nine (9) month period (or up to eighteen (18) month period if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each). In the event any Subscriber purchases Ordinary Shares in the IPO or in the aftermarket (“Public Shares”), Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company’s consummation of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Shares in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within nine (9) months (or within up to eighteen (18) months if the prescribed Company extends the period as provided in of time to consummate the Company’s amended and restated memorandum and articles initial Business Combination up to nine (9) times for one (1) month each) from the completion of associationthe IPO.

Appears in 2 contracts

Samples: Private Placement Units Subscription Agreement (Hainan Manaslu Acquisition Corp.), Form of Private Placement Units Subscription Agreement (Hainan Manaslu Acquisition Corp.)

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company’s consummation of the Business Combination, , (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares Class A ordinary shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within twelve eighteen (1218) months from the completion of the IPO (or within up to eighteen twenty-four (1824) months if the Company extends the period of time to consummate the initial Business Combination up to twice (2) for three (3) months each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Shares Class A ordinary shares or (iii) upon the Company’s redemption of Ordinary Shares Class A ordinary shares upon the Company’s failure to consummate the Business Combination within eighteen (18) months (or within twenty-four (24) months if the prescribed Company extends the period as provided in of time to consummate the Company’s amended and restated memorandum and articles of associationinitial Business Combination). In the event any Subscriber purchases Ordinary Shares Class A ordinary shares in the IPO or in the aftermarket (“Public Shares”), Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company’s consummation of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Shares Class A ordinary shares in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within eighteen (18) months (or within twenty-four (24) months if the prescribed Company extends the period as provided in of time to consummate the Company’s amended and restated memorandum and articles initial Business Combination from the completion of associationthe IPO.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Pomelo Acquisition Corp LTD), Unit Subscription Agreement (Pomelo Acquisition Corp LTD)

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company’s consummation of the Business Combination, , (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within twelve (12) months from the completion of the IPO (or within up to eighteen twenty-one (1821) months if the Company extends the period of time to consummate the initial Business Combination up to twice nine (29) times for three one (31) months month each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Shares or (iii) upon the Company’s redemption of Ordinary Shares upon the Company’s failure to consummate the Business Combination within twelve (12) months (or within up to twenty-one (21) months if the prescribed Company extends the period as provided in of time to consummate the Company’s amended and restated memorandum and articles initial Business Combination up to nine (9) times for one (1) month each) from the completion of associationthe IPO or the liquidation of the Company prior to the expiration of such twelve (12) month period (or up to twenty-one (21) month period if the Company extends the period of time to consummate the initial Business Combination up to nine (9) times for one (1) month each). In the event any Subscriber purchases Ordinary Shares in the IPO or in the aftermarket (“Public Shares”), Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company’s consummation of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Shares in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within twelve (12) months (or within up to twenty-one (21) months if the prescribed Company extends the period as provided in of time to consummate the Company’s amended and restated memorandum and articles initial Business Combination up to nine (9) times for one (1) month each) from the completion of associationthe IPO.

Appears in 1 contract

Samples: Form of Private Placement Units Subscription Agreement (Hainan Manaslu Acquisition Corp.)

AutoNDA by SimpleDocs

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company’s consummation of the Business Combination, (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares included in the units sold in the IPO (the “Public Shares”) the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within twelve fifteen (1215) months from the completion of the IPO (or within up to eighteen twenty one (1821) months if the Company extends the period of time to consummate the initial Business Combination up to twice (2) for three (3) months each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Public Shares or (iii) upon the Company’s redemption of Ordinary Shares upon the Company’s failure to consummate the Business Combination within fifteen (15) months (or within up to twenty-one (21) months if the prescribed Company extends the period as provided in of time to consummate the Company’s amended and restated memorandum and articles initial Business Combination up to twice for three (3) months each) from the completion of associationthe IPO or the liquidation of the Company prior to the expiration of such fifteen (15) month period (or up to twenty-one (21) month period if the Company extends the period of time to consummate the initial Business Combination up to twice for three (3) months each). In the event any Subscriber purchases Ordinary Shares in the IPO or in the aftermarket (“any Public Shares”), Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company’s consummation of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Public Shares in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within fifteen (15) months (or within up to twenty-one (21) months if the prescribed Company extends the period as provided in of time to consummate the Company’s amended and restated memorandum and articles initial Business Combination up to twice for three (3) months each) from the completion of associationthe IPO.

Appears in 1 contract

Samples: Form of Private Placement Units Subscription Agreement (Blue Room Acquisition Corp.)

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company’s consummation of the Business Combination, , (ii) a shareholder vote to approve an amendment to the Company’s 's amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s 's obligation to provide holders of the Company’s Ordinary Shares 's Class A ordinary shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within twelve (12) 24 months from the completion of the IPO (or within up to eighteen (18) months if the Company extends the period of time to consummate the initial Business Combination up to twice (2) for three (3) months each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Shares 's Class A ordinary shares or (iii) upon the Company’s redemption of Ordinary Shares shares of Common Stock upon the Company’s failure to consummate the Business Combination within twenty-four (24) months from the prescribed period as provided in completion of the Company’s amended and restated memorandum and articles IPO or the liquidation of associationthe Company prior to the expiration of such twenty-four (24) month period. In the event any Subscriber purchases Ordinary Shares shares of Common Stock in the IPO or in the aftermarket (“Public Shares”), Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company’s consummation of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Shares Common Stock in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within twenty-four (24) months from the prescribed period as provided in completion of the Company’s amended and restated memorandum and articles of associationIPO.

Appears in 1 contract

Samples: Unit Subscription Agreement (GoGreen Investments Corp)

Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company’s consummation of the Business Combination, (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Ordinary Shares included in the units sold in the IPO (the “Public Shares”) the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Public Shares (as defined below) if the Company does not complete a Business Combination within twelve sixteen and a half (1216.5) months from the completion of the IPO (or within up to eighteen twenty-two and a half (1822.5) months if the Company extends the period of time to consummate the initial Business Combination up to twice (2) for three (3) months each in accordance with the terms described in its amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Company’s Ordinary Public Shares or (iii) upon the Company’s redemption of Ordinary Shares upon the Company’s failure to consummate the Business Combination within sixteen and a half (16.5) months (or within up to twenty-two and a half (22.5) months if the prescribed Company extends the period as provided in of time to consummate the Company’s amended initial Business Combination up to twice for three (3) months each) from the completion of the IPO or the liquidation of the Company prior to the expiration of such sixteen and restated memorandum a half (16.5) month period (or up to twenty-two and articles a half (22.5) month period if the Company extends the period of associationtime to consummate the initial Business Combination up to twice for three (3) months each). In the event any Subscriber purchases Ordinary Shares in the IPO or in the aftermarket (“any Public Shares”), Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company’s consummation of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Public Shares in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within sixteen and a half (16.5) months (or within up to twenty-two and a half (22.5) months if the prescribed Company extends the period as provided in of time to consummate the Company’s amended and restated memorandum and articles initial Business Combination up to twice for three (3) months each) from the completion of associationthe IPO.

Appears in 1 contract

Samples: Form of Private Placement Units Subscription Agreement (Blue Room Acquisition Corp.)

Time is Money Join Law Insider Premium to draft better contracts faster.