Failure to Consummate Business Combination; Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option 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 375,000 Shares and pro rata based upon the percentage of the Over-allotment Option not exercised) such that immediately following such forfeiture, the Subscriber and all other initial stockholders prior to the IPO will own an aggregate number of Ordinary Shares (not including ordinary shares issuable upon exercise of any warrants or any shares purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 20% of the issued and outstanding Ordinary Shares of the Company immediately following the IPO.
Appears in 1 contract
Samples: Securities Purchase Agreement (Azteca 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 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 375,000 93,750 Shares and pro rata based upon the percentage of the Overover-allotment Option not 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 Ordinary Shares shares of Common Stock (not including ordinary 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 20% of the issued and outstanding Ordinary Shares 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 Overover-allotment Option option granted to 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 375,000 3,538 Shares and pro rata based upon the percentage of the Overover-allotment Option not 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 Ordinary Shares shares of Common Stock (not including ordinary 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 20% of the issued and outstanding Ordinary Shares 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 375,000 211,764 Shares and pro rata based upon the percentage of the Over-allotment Option not exercised) such that immediately following such forfeiture, the Subscriber and all other initial stockholders prior to the IPO will own an aggregate number of Ordinary Shares (not including ordinary shares issuable upon exercise of any warrants or any shares purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 2015% of the issued and outstanding Ordinary Shares of the Company immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (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 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 375,000 90,212 Shares and pro rata based upon the percentage of the Overover-allotment Option not 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 Ordinary Shares shares of Common Stock (not including ordinary 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 20% of the issued and outstanding Ordinary Shares 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 is not exercised in full, the Subscriber acknowledges and agrees that it shall forfeit he will forfeit, on a pro rata basis, based on Subscriber’s percentage ownership of the Shares, any and all rights to such number of the Shares (up to an aggregate of 375,000 225,000 Shares and pro rata based upon the percentage of the Over-allotment Option not exercised) such that immediately following such forfeiture, the Subscriber and all other initial stockholders Subscriber, prior to the IPO IPO, will own an aggregate number of Ordinary Shares (not including ordinary shares Ordinary Shares issuable upon exercise of any warrants or any shares purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 2025% of the issued and outstanding Ordinary Shares of the Company immediately following the IPO.
Appears in 1 contract
Samples: Securities Purchase Agreement (BGS 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 375,000 500,000 Shares and pro rata based upon the percentage of the Over-allotment Option not exercised) such that immediately following such forfeiture, the Subscriber and all other initial stockholders prior to the IPO will own an aggregate number of Ordinary Shares shares of Common Stock (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 2025% of the issued and outstanding Ordinary Shares shares of Common Stock of the Company immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (Empeiria 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 375,000 83,333 Shares and pro rata based upon the percentage of the Over-allotment Option not exercised) such that immediately following such forfeiture, the Subscriber and all other initial stockholders prior to the IPO will own an aggregate number of Ordinary Shares shares of Common Stock (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 2010% of the issued and outstanding Ordinary Shares shares of Common Stock of the Company immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (57th Street General Acquisition Corp)