Common use of Adjustment of Founders’ Units Clause in Contracts

Adjustment of Founders’ Units. (a) If the underwriters with respect to the Initial Public Offering do not exercise the over-allotment option proposed to be granted to them by the Company, the Purchaser and any Permitted Transferees agree to forfeit to the Company a number of Founders’ Units necessary to ensure that the aggregate amount of Founders’ Shares held by the Purchaser, together with the other initial stockholders, and any Permitted Transferees does not exceed 20% (by way of pro rata adjustment among the founding stockholders) of the issued and outstanding common stock of the Company upon consummation of the Initial Public Offering. The Purchaser and any Permitted Transferees agree to take any and all action reasonably requested by the Company necessary to effect any adjustment pursuant to this paragraph vii(a). The Company will not make any cash payment to the Purchaser or any Permitted Transferees in respect of any such adjustment. (b) If the number of units offered to the public in connection with the Initial Public Offering is increased or decreased, the Purchaser and any Permitted Transferees agree with the Company and the Company hereby agrees with the Purchaser and any Permitted Transferees that the Founders’ Units (including the Founders’ Units subject to forfeiture) will be adjusted in the same proportion as the increase or decrease of the units offered to the public in order to ensure that the aggregate amount of Founders’ Shares held by the Purchaser, together with the other initial stockholders, and any Permitted Transferees does not fall below or exceed 20% (by way of pro rata adjustment among the founding stockholders) of the issued and outstanding common stock of the Company upon consummation of the Initial Public Offering (including any shares of common stock issued pursuant to the underwriters’ over-allotment option). The Purchaser and any Permitted Transferees agree to take any and all action reasonably requested by the Company necessary to effect any adjustment pursuant to this paragraph vii(b); provided that the Company will not make or receive any cash payment to or from the Purchaser or any Permitted Transferees in respect of any such adjustment. (c) The Purchaser acknowledges and agrees that any additional units it may hold pursuant to (vii)(a) and (vii)(b) above (A) shall be subject to the voting, waiver of liquidation, transfer restrictions and adjustment provisions set forth in this Agreement, and (B) shall bear the legend set forth in Section 10.A(i) below.

Adjustment of Founders’ Units. (a) If the underwriters with respect to the Initial Public Offering do not exercise the over-allotment option proposed to be granted to them by the Company, the Purchaser and any Permitted Transferees agree to forfeit to the Company a number of Founders’ Units necessary to ensure that the aggregate amount of Founders’ Shares held by the Purchaser, together with the other initial stockholders, and any Permitted Transferees does not exceed 20% (by way of pro rata adjustment among the founding stockholders) of the issued and outstanding common stock of the Company upon consummation of the Initial Public Offering. The Purchaser and any Permitted Transferees agree to take any and all action reasonably requested by the Company necessary to effect any adjustment pursuant to this paragraph vii(a). The Company will not make any cash payment to the Purchaser or any Permitted Transferees in respect of any such adjustment. (b) If the number of units offered to the public in connection with the Initial Public Offering is increased or decreased, the Purchaser and any Permitted Transferees agree with the Company and the Company hereby agrees with the Purchaser and any Permitted Transferees that the Founders’ Units (including the Founders’ Units subject to forfeiture) will be adjusted in the same proportion as the increase or decrease of the units offered to the public in order to ensure that the aggregate amount of Founders’ Shares held by the Purchaser, together with the other initial stockholders, and any Permitted Transferees does not fall below or exceed 20% (by way of pro rata adjustment among the founding stockholders) of the issued and outstanding common stock of the Company upon consummation of the Initial Public Offering (including any shares of common stock issued pursuant to the underwriters’ over-allotment option). The Purchaser and any Permitted Transferees agree to take any and all action reasonably requested by the Company necessary to effect any adjustment pursuant to this paragraph vii(b); provided that the Company will not make or receive any cash payment to or from the Purchaser or any Permitted Transferees in respect of any such adjustment. (c) The Purchaser acknowledges and agrees that any additional units it he may hold pursuant to (vii)(a) and (vii)(b) above (A) shall be subject to the voting, waiver of liquidation, transfer restrictions and adjustment provisions set forth in this Agreement, and (B) shall bear the legend set forth in Section 10.A(i) below.

Adjustment of Founders’ Units. (a) If the underwriters underwriters’ with respect to the Initial Public Offering do not exercise the over-allotment option proposed to be granted to them by the Company, the each Purchaser and any Permitted Transferees agree to forfeit to the Company Company, in such proportion as such Purchaser holds of the total outstanding Founder’s Units immediately prior to the Initial Public Offering, a number of Founders’ Founder’s Units necessary to ensure that the aggregate amount of Founders’ Founder’s Shares held by the PurchaserSeller, together with the other initial stockholders, Purchasers and any Permitted Transferees does not exceed 20% (by way of pro rata adjustment among the founding stockholders) of the issued and outstanding common stock of the Company upon consummation of the Initial Public Offering. The Each Purchaser and any Permitted Transferees agree to take any and all action reasonably requested by the Company necessary to effect any adjustment pursuant to this paragraph vii(a(vi)(a). The Company will not make any cash payment to the Purchaser Purchasers or any Permitted Transferees in respect of any such adjustment. (b) If the number of units offered to the public in connection with the Initial Public Offering is increased or decreased, the each Purchaser and any Permitted Transferees agree with the Company and the Company hereby agrees with the Purchaser and any Permitted Transferees that the Founders’ Founder’s Units (including the Founders’ Founder’s Units subject to forfeiture) pruchased by such Purchaser hereunder will be adjusted in the same proportion as the increase or decrease of the units offered to the public in order to ensure that the aggregate amount of Founders’ Founder’s Shares held by the PurchaserSeller, together with the other initial stockholders, Purchasers and any Permitted Transferees does not fall below or exceed 20% (by way of pro rata adjustment among the founding stockholders) of the issued and outstanding common stock of the Company upon consummation of the Initial Public Offering (including any shares of common stock issued pursuant to the underwriters’ over-allotment option). The Each Purchaser and any Permitted Transferees agree to take any and all action reasonably requested by the Company necessary to effect any adjustment pursuant to this paragraph vii(b(vi)(b); provided that the Company will not make or receive any cash payment to or from the Purchaser Purchasers or any Permitted Transferees in respect of any such adjustment. (c) The Each Purchaser acknowledges and agrees that any additional units it may hold pursuant to (vii)(avi)(a) and (vii)(bvi)(b) above (A) shall be subject to the voting, waiver of liquidation, transfer restrictions and adjustment provisions set forth in this Agreement, and (B) shall bear the legend set forth in Section 10.A(i8.A(i) below.

Adjustment of Founders’ Units. (a) If the underwriters with respect to the Initial Public Offering do not exercise the over-allotment option in whole or in part proposed to be granted to them by the Company, the each Purchaser and any Permitted Transferees agree to forfeit to the Company Company, in such proportion as such Purchaser holds of the total outstanding Founder’s Units immediately prior to the Initial Public Offering, a number of Founders’ Founder’s Units necessary to ensure that the aggregate amount of Founders’ Founder’s Shares held by the PurchaserSeller, together with the other initial stockholders, Purchasers and any Permitted Transferees does not exceed 20approximately 17.5% (by way of pro rata adjustment among the founding stockholders) of the issued and outstanding common stock of the Company upon consummation of the Initial Public Offering. The Each Purchaser and any Permitted Transferees agree to take any and all action reasonably requested by the Company necessary to effect any adjustment pursuant to this paragraph vii(aSection 1.B.(vi)(a). The Company will not make any cash payment to the Purchaser Purchasers or any Permitted Transferees in respect of any such adjustment. (b) If the number of units offered to the public in connection with the Initial Public Offering is increased or decreased, the each Purchaser and any Permitted Transferees agree with the Company and the Company hereby agrees with the Purchaser and any Permitted Transferees that the Founders’ Founder’s Units (including the Founders’ Founder’s Units subject to forfeiture) purchased by such Purchaser hereunder will be adjusted in the same proportion as the increase or decrease of the units offered to the public in order to ensure that the aggregate amount of Founders’ Founder’s Shares held by the PurchaserSeller, together with the other initial stockholders, Purchasers and any Permitted Transferees does not fall below or exceed 20approximately 17.5% (by way of pro rata adjustment among the founding stockholders) of the issued and outstanding common stock of the Company upon consummation of the Initial Public Offering (including any shares of common stock issued pursuant to the underwriters’ over-allotment option). The Each Purchaser and any Permitted Transferees agree to take any and all action reasonably requested by the Company necessary to effect any adjustment pursuant to this paragraph vii(bSection 1.B.(vi)(b); provided that the Company will not make or receive any cash payment to or from the Purchaser Purchasers or any Permitted Transferees in respect of any such adjustment. (c) The Each Purchaser acknowledges and agrees that any additional units it may hold pursuant to (vii)(aSections 1.B.(vi)(a) and (vii)(b1.B.(vi)(b) above (A) shall be subject to the voting, waiver of liquidation, transfer restrictions and adjustment provisions set forth in this Agreement, and (B) shall bear the legend set forth in Section 10.A(i8.A.(i) below.

Adjustment of Founders’ Units. (a) If the underwriters underwriters’ with respect to the Initial Public Offering do not exercise the over-allotment option proposed to be granted to them by the Company, the Purchaser and any Permitted Transferees agree to forfeit to the Company a number of Founders’ Founder’s Units necessary to ensure that the aggregate amount of Founders’ Founder’s Shares held by the Purchaser, together with the other initial stockholders, Purchaser and any Permitted Transferees does not exceed 20% (by way of pro rata adjustment among the founding stockholders) of the issued and outstanding common stock of the Company upon consummation of the Initial Public Offering. The Purchaser and any Permitted Transferees agree to take any and all action reasonably requested by the Company necessary to effect any adjustment pursuant to this paragraph vii(a(vii)(a). The Company will not make any cash payment to the Purchaser or any Permitted Transferees in respect of any such adjustment. (b) If the number of units offered to the public in connection with the Initial Public Offering is increased or decreased, the Purchaser and any Permitted Transferees agree with the Company and the Company hereby agrees with the Purchaser and any Permitted Transferees that the Founders’ Founder’s Units (including the Founders’ Founder’s Units subject to forfeiture) will be adjusted in the same proportion as the increase or decrease of the units offered to the public in order to ensure that the aggregate amount of Founders’ Founder’s Shares held by the Purchaser, together with the other initial stockholders, Purchaser and any Permitted Transferees does not fall below or exceed 20% (by way of pro rata adjustment among the founding stockholders) of the issued and outstanding common stock of the Company upon consummation of the Initial Public Offering (including any shares of common stock issued pursuant to the underwriters’ over-allotment option). The Purchaser and any Permitted Transferees agree to take any and all action reasonably requested by the Company necessary to effect any adjustment pursuant to this paragraph vii(b(vii)(b); provided that the Company will not make or receive any cash payment to or from the Purchaser or any Permitted Transferees in respect of any such adjustment. (c) The Purchaser acknowledges and agrees that any additional units it may hold pursuant to (vii)(a) and (vii)(b) above (A) shall be subject to the voting, waiver of liquidation, transfer restrictions and adjustment provisions set forth in this Agreement, and (B) shall bear the legend set forth in Section 10.A(i9.A(i) below.

Adjustment of Founders’ Units. (a) If the underwriters with respect to the Initial Public Offering do not exercise the over-allotment option proposed to be granted to them by the Company, the Purchaser and any Permitted Transferees agree to forfeit to the Company a number of Founders’ Founder’s Units necessary to ensure that the aggregate amount of Founders’ Founder’s Shares held by the Purchaser, together with the other initial stockholders, Purchaser and any Permitted Transferees does not exceed 20% (by way of pro rata adjustment among the founding stockholders) of the issued and outstanding common stock of the Company upon consummation of the Initial Public Offering. The Purchaser and any Permitted Transferees agree to take any and all action reasonably requested by the Company necessary to effect any adjustment pursuant to this paragraph vii(a). The Company will not make any cash payment to the Purchaser or any Permitted Transferees in respect of any such adjustment. (b) If the number of units offered to the public in connection with the Initial Public Offering is increased or decreased, the Purchaser and any Permitted Transferees agree with the Company and the Company hereby agrees with the Purchaser and any Permitted Transferees that the Founders’ Founder’s Units (including the Founders’ Founder’s Units subject to forfeiture) will be adjusted in the same proportion as the increase or decrease of the units offered to the public in order to ensure that the aggregate amount of Founders’ Founder’s Shares held by the Purchaser, together with the other initial stockholders, Purchaser and any Permitted Transferees does not fall below or exceed 20% (by way of pro rata adjustment among the founding stockholders) of the issued and outstanding common stock of the Company upon consummation of the Initial Public Offering (including any shares of common stock issued pursuant to the underwriters’ over-allotment option). The Purchaser and any Permitted Transferees agree to take any and all action reasonably requested by the Company necessary to effect any adjustment pursuant to this paragraph vii(b); provided that the Company will not make or receive any cash payment to or from the Purchaser or any Permitted Transferees in respect of any such adjustment. (c) The Purchaser acknowledges and agrees that any additional units it may hold pursuant to (vii)(aSections 1.C.(vii)(a) and (vii)(bSections 1.C.(vii)(b) above (A) shall be subject to the voting, waiver of liquidation, transfer restrictions and adjustment provisions set forth in this Agreement, and (B) shall bear the legend set forth in Section 10.A(i9.A(i) below.