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.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Arena Fortify Acquisition Corp.), Securities Purchase Agreement (Arena Fortify Acquisition Corp.)
Change in Investment. If, prior to, or in connection with, the Company’s initial business combination, the Seller Company’s sponsor 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 stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”) 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 each Subscriber (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 Ordinary Shares issuable upon exercise of the warrants on the same terms and conditions and on a pro rata basis as the Seller Company’s sponsor and members of management of the Company (and/or their affiliates) which hold such shares of such affected Insider Securities.
Appears in 1 contract
Sources: Securities Subscription Agreement (ESGEN Acquisition Corp)