Change in Investment Sample Clauses

Change in Investment. If, prior to, or in connection with, the Company’s initial business combination, the Seller or members of management of the Company who directly or indirectly hold Founder Shares and/or private placement warrants agree to forfeit, transfer, exchange, defer, escrow, make contingent, subject to earnout or vesting, lockup or amend the terms of all or any portion of the Founder Shares, private placement warrants and/or the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) issuable upon conversion of the Founder Shares or exercise of the private placement warrants (collectively, the “Insider Securities”) or any rights or agreements relating thereto (including any lockup agreement, insider letter or registration rights agreement entered into with respect to such securities) or to enter into any other arrangements (including agreements relating to lockup, forfeiture, earnout, escrow and vesting provisions) with respect to the any of the Insider Securities to facilitate the consummation of an initial business combination, including voting in favor of any amendment to the terms of the any such Insider Securities (each, a “Change in Investment”), the Purchaser (and any transferees or successors) shall be bound by such terms and shall enter into any such agreement or arrangement involving a Change in Investment (including any amendment to this Agreement), vote in favor of any proposal involving a Change in Investment and otherwise facilitate or take any action to effect or permit any Change in Investment with respect to the Shares, warrants and/or shares of Class A Common Stock issuable upon exercise of the warrants on the same terms and conditions and on a pro rata basis as the Seller and members of management of the Company (and/or their affiliates) which hold such shares of such affected Insider Securities.
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Change in Investment. The Purchaser agrees that if, prior to a Business Combination, the managing members (the “Managing Members”) of Isos Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Class B Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Class B Shares and/or the Private Placement Warrants to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Class B Shares and/or the Private Placement Warrants (each, a “Change in Investment”), then (A) such Change of Investment shall apply pro rata to Purchaser and the Sponsor based on the relative number of Class B Shares and/or Private Placement Warrants held by each, and (B) the aggregate percentages of Class B Shares and Private Placement Warrants forfeited, transferred, exchanged or amended by the Sponsor shall be pari passu, such that the Sponsor shall not forfeit, transfer, exchange or amend a greater percentage of Private Placement Warrants than the percentage of Class B Shares which are forfeited, transferred, exchanged or amended in connection with a Change of Investment.. By way of example and without limiting the foregoing, in the event 25% of the Sponsor’s Class B Shares and Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 25% of its Class B Shares and Private Placement Warrants on substantially the same terms and conditions as the Sponsor.
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Change in Investment. The Responsible Person or designee may direct the Trustee at any time and from time to time: (i) to exchange the MFS Fund Shares held in the Education Account for other MFS Fund Shares in accordance with the then current prospectuses relating to such shares; and (ii) to liquidate any investments then held in the Education Account and invest the net proceeds in any form of investment permitted under this Article IV. By giving such investment direction, the Responsible Person or designee shall be deemed to have acknowledged receipt of the then current prospectus relating to such MFS Fund Shares.
Sample 1
Change in Investment. The Shares directly or indirectly owned by the Investors shall not be subject to forfeitures, surrenders, claw-backs, transfers, disposals, exchanges or share price vesting triggers commonly known as “earn-outs” for any reason, including as part of negotiating a business combination.
Sample 1
Change in Investment. If, prior to, or in connection with, the Company’s initial business combination, members of management of the Company who directly or indirectly hold shares of Class B Common Stock and/or private placement warrants agree to forfeit, transfer, exchange, defer, make contingent or amend the terms of all or any portion of the Class B Common Stock, private placement warrants and/or Class A Common Stock issuable upon conversion of the Class B Common Stock or exercise of the private placement warrants (collectively, the “Insider Securities”) or any agreements relating thereto (including any lockup agreement, insider letter or registration rights agreement entered into with respect to such securities) or to enter into any other arrangements (including agreements relating to lockup, forfeiture and vesting provisions) with respect to the any of the Insider Securities to facilitate the consummation of an initial business combination, including voting in favor of any amendment to the terms of the any such Insider Securities (each, a “Change in Investment”), the Subscriber shall enter into any such agreement or arrangement involving a Change in Investment (including any amendment to this Agreement), vote in favor of any proposal involving a Change in Investment or otherwise facilitate or take any action to effect or permit any Change in Investment with respect to the Shares, Warrants and/or shares of Class A Common Stock issuable upon exercise of the Warrants on the same terms and conditions and on a pro rata basis as the members of management of the Company (and/or their affiliates) which hold shares of Class B Common Stock and private placement warrants.
Sample 1
Change in Investment. Provider acknowledges that, if in connection with and prior to a Business Combination, the Company deems it necessary for the Company to forfeit, transfer, exchange, or amend the terms of all or any portion of the Founder Shares or to enter into any other arrangements with respect to the Founder Shares to compensate individuals or entities that assist the SPAC in identifying a target company for a Business Combination, at the sole discretion of the Company, or to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Founder Shares (each, a “Change in Investment”), the Company may: (a) enter into any such agreement or arrangement involving a Change in Investment (including an amendment to the Operating Agreement); (b) vote in favor of any proposal involving a Change in Investment; and/or (c) otherwise facilitate or take any action to effect or permit any Change in Investment without the consent of any other member of the Company.
Sample 1
Change in Investment. POLICY fundamentally change its investment policy or the investment restrictions in each case as described in the Placing Memoranda of Old Mutual SAGA Fund and OMEGA fund dated 1 June 1997;
Sample 1
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Change in Investment. The Individual may direct the Trustee at any time and from time to time: (i) to exchange the MFS Fund Shares held in the Roth IRA Account for other MFS Fund Shares in accordance with xxx xxxn current prospectuses relating to such shares, and (ii) to liquidate any investments then held in the Roth IRA Account and invest the net proceeds in any form of ixxxxxxxxt permitted under this Article 5.
Sample 1

Related to Change in Investment

  • Change in Name The Purchaser shall intimate the Seller of any change in its name (on account reasons other than a change in its Control), immediately upon occurrence of name change. The Parties shall thereafter take necessary steps to record such change in the name of the Purchaser in the books and records of the Seller and shall also execute an amendment agreement to the Agreement to record such name change.

  • Change in Management Permit a change in the senior management of Borrower.

  • Not a Change in Control The Parties hereto acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any RemainCo Benefit Plan or SpinCo Benefit Plan.

  • Change in Location Notify FINOVA in writing forty-five (45) days prior to any change in the location of Borrower's chief executive office or the location of any Collateral, or Borrower's opening or closing of any other place of business;

  • Change in Board During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

  • Change in Shares If between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

  • Deferral Pending Change in Control The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

  • Change in Tax Law Any reference to a provision of the Code, Treasury Regulations or any other Applicable Tax Law shall include a reference to any applicable successor provision of the Code, Treasury Regulations or other Applicable Tax Law.

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