Forward Purchase Units definition

Forward Purchase Units shall have the meaning given in the Recitals hereto.
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Forward Purchase Units means units of the Company, consisting of Forward Purchase Shares and Forward Purchase Warrants that may be issued pursuant to the Forward Purchase Agreement.
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Forward Purchase Units means any units, each consisting of one Class A Share and one-fourth of one redeemable warrant, to be issued pursuant to the Forward Purchase Agreement.
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Examples of Forward Purchase Units in a sentence

  • Although the price at which the Forward Purchase Units may be purchased is the same as the price at which the IPO Units were sold to the public—$20—the Optional Forward Purchase Units are much more valuable than the IPO Units because they include an element of optionality.

  • The Forward Purchase Units and the Sponsor and Director Warrants clearly function as compensation for the Defendants.

  • In connection with the Merger, HEC Fund entered into a forward purchase agreement with HEIC, as amended on January 12, 2021, pursuant to which HEC Fund agreed to: (1) purchase 2,500,000 Forward Purchase Units (consisting of one share of Class A common stock and one-half of one warrant to purchase one share) for $10 per unit; and (2) backstop up to $25,000,000 of shareholder redemptions by HEIC stockholders.

  • Some of these Forward Purchase Units are mandatory and some are optional.

  • A digital asset depository institution may purchase debt obligations.

  • In its public financial reporting, the Company has acknowledged that the right to purchase the Forward Purchase Units is worth hundreds of millions of dollars.33 The Company has admitted that the Forward Purchase Units are worth this amount despite including assumptions in its valuation models that depress the valuations of the Forward Purchase Units inaccurately.

  • The Sponsor Warrants and the rights to purchase Optional Forward Purchase Units are therefore illegal because they were63 15 U.S.C. § 80a-15(a).64 Id.granted to the Sponsor Defendant and the Pershing Fund Defendants as consideration for the services to be provided by PSCM under an unwritten contract.

  • This30 PSTH S-1, supra note 3, at Ex. 10.9, Forward Purchase Agreement, dated June 21, 2020, at§ 1(a)(iii) (hereinafter “Forward Purchase Agreement”).31 Id. at § 1(a)(i).32 Id. at § 1(a)(ii).effectively makes the Optional Forward Purchase Units into a $2 billion set of call options.

  • And even in the combined entity, the 5.95% would be calculated on a fully-diluted basis—that is, as if all of the Public Warrants and an additional class of public warrants known as “Tontine Warrants,” as well as the Sponsor Warrants, Director Warrants, Sponsor Forward Purchase Units, and Director Forward Purchase Units, had been purchased or exercised.

  • The right granted to the Pershing Fund Defendants under the Forward Purchase Agreement to purchase the Optional Forward Purchase Units is a contract whose making and performance involve violations of the ICA, including but not limited to sections 7(a)(1), 18(d), 15(a), and 22(g) or 23(a) of the ICA.


More Definitions of Forward Purchase Units

Forward Purchase Units means the Purchaser Units to be issued pursuant to the Xxxxxxxx Forward Purchase Agreement, with each unit consisting of one share of Purchaser Class A Common Stock and one-half of one warrant to purchase one share of Purchaser Class A common stock.
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Forward Purchase Units means Holdco Units issued to Azimut and/or its designees in exchange for units of EdtechX purchased pursuant to the Forward Purchase Agreement.
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Forward Purchase Units means the shares of Class A Common Stock and units purchased by the Sponsor pursuant to a Forward Purchase Contract between the Company and the Sponsor, dated as of January 24, 2018, where each unit is comprised of one share of Class A Common Stock and one warrant.
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Related to Forward Purchase Units

  • Forward Purchase Shares shall have the meaning given in the Recitals hereto.

  • Forward Purchaser has the meaning set forth in the introductory paragraph of this Agreement.

  • Forward Purchase Agreement means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.

  • Initial Purchase Price has the meaning set forth in Section 2.1.

  • Option Units means the Common Units that the Partnership will agree to issue upon an exercise of the Over-Allotment Option.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Offered Units shall have the meaning set forth in Section 11.1 hereof.

  • Initial Units means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as of the date of this Agreement.

  • Initial Purchase Date The first Payment Date following the month in which the Pool Balance is initially reduced to less than 20% of the Cut-off Date Balance.

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

  • Per Unit Purchase Price equals $7.05, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • Offering Shares means the Class A Shares sold in the Offering, whether such Class A Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor.

  • Firm Securities means the number or amount of Securities that the several Underwriters are initially committed to purchase under the Underwriting Agreement (which may be expressed as a percentage of an aggregate number or amount of Securities to be purchased by the Underwriters, as in the case of a standby Underwriting Agreement). “Additional Securities” means the Securities, if any, that the several Underwriters have an option to purchase under the Underwriting Agreement to cover over-allotments. The number, amount, or percentage of Firm Securities set forth opposite each Underwriter’s name in the Underwriting Agreement plus any additional Firm Securities which such Underwriter has made a commitment to purchase, irrespective of whether such Underwriter actually purchases or sells such number, amount, or percentage of Securities under the Underwriting Agreement or Article XI hereof, is hereinafter referred to as the “Original Underwriting Obligation” of such Underwriter, and the ratio which such Original Underwriting Obligation bears to the total of all Firm Securities set forth in the Underwriting Agreement (or, in the case of a standby Underwriting Agreement, to 100%) is hereinafter referred to as the “Underwriting Percentage” of such Underwriter. For the avoidance of doubt, each Underwriter acknowledges and agrees that, for all purposes under this Agreement and otherwise (including, to the extent applicable, for purposes of Section 11(e) under the U.S. Securities Act of 1933 (the “1933 Act”)), each Underwriter’s Underwriting Percentage of the total number, amount, or percentage of Securities offered and sold in the Offering (including any Additional Securities), and only such number, amount, or percentage, constitutes the securities underwritten by such Underwriter and distributed to investors.1 References herein to laws, statutory and regulatory sections, rules, regulations, forms, and interpretive materials will be deemed to include any successor provisions.

  • Lock-Up Securities shall have the meaning set forth in Section 4.1.

  • Over-allotment Purchase Price The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • ETP Securities means the Series of ETP Securities to which these Conditions relates or, as the context may require, any or all securities issued by the Issuer under the Programme.

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Optional Purchase Date As defined in Section 8.01(a) of the Servicing Agreement. Optional Purchase Percentage: 10.00%.

  • Private Units means the Units certain of the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).