Non-Redemption Agreement. As of the date of this Subscription Agreement, the Investor represents that it is the shareholder of the number of Class A Shares set forth on the signature page hereto (the “Investor ARYA Shares”). The Investor represents and warrants that it has good, marketable and unencumbered title to the Investor ARYA Shares, free and clear of all liens, restrictions, charges, encumbrances, adverse claims, rights or proxies. The Investor and its affiliates agree (i) not to sell or transfer any of the Investor ARYA Shares prior to the closing of the Transaction and (ii) not to redeem any Investor ARYA Shares prior to or in connection with the Transaction. On the Closing Date, Investor shall deliver evidence reasonably satisfactory to ListCo that Investor continues to hold the Investor ARYA Shares and has not tendered such shares for redemption.
Non-Redemption Agreement. (a) Subject to the conditions set forth in this Agreement, the Backstop Investor irrevocably and unconditionally hereby agrees to rescind or reverse any previously submitted redemption demand within ten (10) business days following the execution of this Agreement with respect to up to the number of Ordinary Shares held by the Backstop Investor as of the date of this Agreement set out in Exhibit A, if any (the “Existing Shares”); and
Non-Redemption Agreement. On the Closing Date, the Investor shall deliver evidence reasonably satisfactory to ListCo (i) that Investor purchased a certain amount of Class A Shares for an aggregate purchase price equal to the Subscription Amount (such shares, the “Investor ARYA Shares”), (ii) of the average per share purchase price for such Investor ARYA Shares (the “Average Purchase Price”), (iii) that it effectively holds such shares through the effective time of the closing of the Transaction, and (iv) that it has not tendered such shares for redemption. As of the Closing Date, the Investor represents and warrants that it has good, marketable and unencumbered title to the Investor ARYA Shares, free and clear of all liens, restrictions, charges, encumbrances, adverse claims, rights or proxies. The Investor and its affiliates agree (i) not to sell or transfer any of the Investor ARYA Shares prior to the effective time of the closing of the Transaction and (ii) not to redeem any Investor ARYA Shares in connection with the Transaction. [SIGNATURE PAGES FOLLOW]
Non-Redemption Agreement. Subject to the conditions set forth in this Agreement, the Backstop Investor irrevocably and unconditionally hereby agrees that it will not elect to redeem or otherwise tender or submit for redemption any of the Backstop Investor Shares in connection with the Business Combination; provided, however, that in the event the Backstop Investor has previously elected to redeem, tendered or submitted the Backstop Investor Shares for redemption, the Backstop Investor shall rescind or reverse such redemption within 2 business days following the execution of this Agreement and no later than 2 Business Days prior to the closing of the Business Combination.
Non-Redemption Agreement. Subject to the conditions set forth in this Agreement, the Backstop Investor irrevocably and unconditionally hereby agrees that it shall immediately rescind the redemption of the Backstop Investor Shares (the “Non-Redemption”) and shall provide confirmation thereof to the Company promptly thereafter.
Non-Redemption Agreement. Prior to the Closing, the Lender shall have received a fully executed copy of that certain Non-Redemption Agreement between the Lender and Project Energy Reimagined Acquisition Corp. (the “Company”) in substantially the form attached as Exhibit B hereto.
Non-Redemption Agreement. (a) Subject to the conditions set forth in this Agreement, the Backstop Investor shall purchase Ordinary Shares up to the applicable amount set out in Exhibit A (the “Share Cap”) from shareholders of the Company who have rescinded or reversed any previously submitted Redemption Demand with respect to such shares, either in the open market or through privately negotiated transactions, no later than two (2) business days prior to the Closing, provided that the Company provides public disclosure of the date on which the Closing is expected to occur at least five (5) business days prior to the Closing (the “Closing Announcement”). Within one (1) business day following the Closing Announcement, the Company shall cause the Borrower to provide written notice to the Backstop Investor as to the date on which the repayment in full by the Borrower of all sums due pursuant to the Loan Agreement occurred or shall occur, which such date the Backstop Investor may rely upon to determine the applicable Share Cap in accordance with Exhibit A. The Ordinary Shares that the Backstop Investor actually acquires pursuant to this Section 1(a) are referred to herein as the “Backstop Investor Shares”.
Non-Redemption Agreement. Subject to the conditions set forth in this Agreement, as of the date hereof, Backstop Investor hereby irrevocably and unconditionally agrees that it will use its commercially reasonable best efforts to beneficially own not greater than the lesser of (i) that number of Backstop Investor Shares set forth on Exhibit A and (ii) the Blocker Amount (as defined in Section 22 herein), and shall not elect to redeem or otherwise tender or submit for redemption any of such Backstop Investor Shares in connection with the Meeting (the “Non-Redemption”); provided, however, that in the event Backstop Investor has previously elected to redeem, tender or submit any Backstop Investor Shares for redemption, Backstop Investor shall rescind or reverse such redemption request prior to Closing and the Company shall accept such request(s) promptly once submitted by Backstop Investor.
Non-Redemption Agreement. Subject to the conditions set forth in this Agreement, the Backstop Investor irrevocably and unconditionally hereby agrees that it will (i) not elect to redeem or otherwise tender or submit for redemption any of the Backstop Investor Shares in connection with the Business Combination and (ii) to the extent necessary, purchase a certain amount of previously redeemed Common Stock up to the amount of Backstop Investor Shares (the “Redeemed Shares”); provided, however, that in the event the Backstop Investor has previously elected to redeem, tendered or submitted the Backstop Investor Shares for redemption, the Backstop Investor shall rescind such redemption prior to the Redemption Deadline, and, in the event the Backstop Investor purchases the Redeemed Shares pursuant to clause (ii), the Backstop Investor has confirmed that such prior redemption of the Redeemed Shares has been rescinded prior to Closing.
Non-Redemption Agreement. Subject to the conditions set forth in this Agreement, the Investor hereby irrevocably and unconditionally agrees that it will not elect to redeem or otherwise tender or submit for redemption any of the Investor Shares and waives all redemption rights with respect to the Investor Shares. In addition, the Investor hereby (a) irrevocably and unconditionally agrees that it will not elect to redeem or otherwise tender or submit for redemption any shares of Common Stock purchased by the Investor from third parties (other than the Company) through a broker in the open market (other than through the Company) following the date hereof and prior to the Redemption Deadline and waives all redemption rights with respect to such shares, and (b) agrees that, to the extent the Investor purchases shares of Common Stock from third parties (other than the Company) through a broker in the open market (other than through the Company) after the Redemption Deadline, then the third party from whom the Investor purchased such shares shall have submitted a written reversal of the redemption request such third party previously submitted to Continental Stock Transfer and Trust Company prior to the Redemption Deadline, which has been confirmed by the Company (such shares described in the foregoing clauses (a) and (b), the “Recycled Shares” and together with the Investor Shares, the “Non-Redemption Shares”). The aggregate number of Non-Redemption Shares subject to this Agreement shall not exceed 400,000 shares of Common Stock.
