Contingent Call Option Clause Samples

Contingent Call Option. If the last reported sale price of the Class A Shares is less than $11.00 (the “Call Trigger Price”) for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the first anniversary of the Business Combination Closing (the “Combination Anniversary”), the Company shall deliver a written notice (the “Call Prompt”) to the Purchaser specifying the maximum aggregate number (the “Call Cap”) of Class A Shares (the “Call Shares”) that the Purchaser may purchase from the Sponsors at a price per Class A Share of $0.01 (the “Call Price”), where the Call Cap shall be the greatest even whole number that does not exceed (a) the number of Forward Purchase Shares issued and sold hereunder less any Forward Purchase Shares sold by the Purchaser prior to delivery of such Call Notice divided by (b) 18. Within fifteen (15) Business Days following delivery of the Call Prompt, the Purchaser may deliver a notice (the “Call Notice”) to the Company and each Sponsor specifying the number of Call Shares, which shall be a whole number no greater than the Call Cap, that the Purchaser will purchase pursuant to this Section 1(a)(iv). If no Call Notice is delivered within such fifteen (15) Business Day period, any right to purchase Call Shares pursuant to this Section 1(a)(iv) shall automatically terminate. If a Call Notice is delivered with respect to a number of Call Shares that is less than the Call Cap, then any right to purchase additional Call Shares pursuant to this Section 1(a)(iv) shall automatically terminate. Following delivery of a valid Call Notice, the Company shall specify a date (the “Contingent Call Closing Date”), no more than thirty (30) days after the receipt of such Call Notice by the Company and each Sponsor, upon which each Sponsor shall sell, and the Purchaser shall purchase from such Sponsor, one half of the Call Shares against (and concurrently with) delivery of the aggregate Call Price for such Call Shares in cash via wire transfer (or other method reasonably acceptable to such Sponsor) to an account specified in writing by such Sponsor (each such sale and purchase, a “Contingent Call Closing”). The Company shall inform the Purchaser of the Contingent Call Closing Date within five Business Days after receipt by the Company and each Sponsor of a valid Call Notice.