Common use of Failure to Consummate Business Combination; Partial or No Exercise of the Over-allotment Option Clause in Contracts

Failure to Consummate Business Combination; Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of 83,333 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber and all other initial stockholders prior to the IPO will own an aggregate number of shares of Common Stock (not including shares of common stock issuable upon exercise of any warrants or any shares purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 10% of the issued and outstanding shares of Common Stock of the Company immediately following the IPO.

Appears in 1 contract

Samples: Stock Escrow Agreement (57th Street General Acquisition Corp)

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Failure to Consummate Business Combination; Partial or No Exercise of the Over-allotment Option. In the event the Overover-allotment Option option granted to the representative of the underwriters of the Company’s IPO is not exercised in full, the Subscriber Buyer acknowledges and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of 83,333 90,212 Shares and pro rata based upon the percentage of the Overover-allotment Option option exercised) such that immediately following such forfeiture, the Subscriber Buyer and all other initial stockholders prior to the IPO will own an aggregate number of shares of Common Stock (not including shares of common stock issuable upon exercise of any warrants or any shares purchased by Subscriber Buyer in the Company’s IPO or in the aftermarket) equal to 1020% of the issued and outstanding shares of Common Stock of the Company immediately following the IPO.

Appears in 1 contract

Samples: Securities Purchase Agreement (L&L Acquisition Corp.)

Failure to Consummate Business Combination; Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of 83,333 500,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber and all other initial stockholders prior to the IPO will own an aggregate number of shares of Common Stock (not including shares of common stock issuable upon exercise of any warrants or any shares purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 1025% of the issued and outstanding shares of Common Stock of the Company immediately following the IPO.

Appears in 1 contract

Samples: Empeiria Acquisition Corp

Failure to Consummate Business Combination; Partial or No Exercise of the Over-allotment Option. In the event the Overover-allotment Option option granted to the representative of the underwriters of the Company’s IPO is not exercised in full, the Subscriber Buyer acknowledges and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of 83,333 3,538 Shares and pro rata based upon the percentage of the Overover-allotment Option option exercised) such that immediately following such forfeiture, the Subscriber Buyer and all other initial stockholders prior to the IPO will own an aggregate number of shares of Common Stock (not including shares of common stock issuable upon exercise of any warrants or any shares purchased by Subscriber Buyer in the Company’s IPO or in the aftermarket) equal to 1020% of the issued and outstanding shares of Common Stock of the Company immediately following the IPO.

Appears in 1 contract

Samples: Securities Purchase Agreement (L&L Acquisition Corp.)

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Failure to Consummate Business Combination; Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of 83,333 211,764 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber and all other initial stockholders prior to the IPO will own an aggregate number of shares of Common Stock Ordinary Shares (not including ordinary shares of common stock issuable upon exercise of any warrants or any shares purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 1015% of the issued and outstanding shares of Common Stock Ordinary Shares of the Company immediately following the IPO.

Appears in 1 contract

Samples: Global Cornerstone Holdings LTD

Failure to Consummate Business Combination; Partial or No Exercise of the Over-allotment Option. In the event the Overover-allotment Option option granted to the representative of the underwriters of the Company’s IPO is not exercised in full, the Subscriber Buyer acknowledges and agrees that it he shall forfeit any and all rights to such number of Shares (up to an aggregate of 83,333 93,750 Shares and pro rata based upon the percentage of the Overover-allotment Option option exercised) such that immediately following such forfeiture, the Subscriber Buyer and all other initial stockholders prior to the IPO will own an aggregate number of shares of Common Stock (not including shares of common stock issuable upon exercise of any warrants or any shares purchased by Subscriber Buyer in the Company’s IPO or in the aftermarket) equal to 1020% of the issued and outstanding shares of Common Stock of the Company immediately following the IPO.

Appears in 1 contract

Samples: Securities Purchase Agreement (L&L Acquisition Corp.)

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