Forward Purchase. Simultaneously with the closing of an initial Business Combination, the Sponsor will purchase from the Company pursuant to the Forward Purchase Agreement (as defined in Section 2.21.2 hereof), 1,000,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Forward Purchase Units”) at a purchase price of $10.00 per Forward Purchase Unit, and 250,000 shares of Common Stock in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Forward Purchase Units and shares of Common Stock is referred to herein as the “Forward Purchase Private Placement.” The Forward Purchase Units, the shares of Common Stock (including those included in the Forward Purchase Units) and Warrants included in the Forward Purchase Units (the “Forward Purchase Warrants”) and shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Forward Purchase Securities. The Forward Purchase Warrants are identical to the Warrants except that (i) the Forward Purchase Warrants will be non-redeemable by the Company and (ii) the Forward Purchase Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Forward Purchase Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination.
Forward Purchase. As provided in this Agreement, immediately prior to the Business Combination Closing, the Purchaser shall purchase no less than $50,000,000 of Forward Purchase Securities, consisting of up to 5,000,000 Forward Purchase Shares at a price of $10.00 per Forward Purchase Share, together with an aggregate of up to 1,000,000 Forward Purchase Warrants (the “Forward Purchase”). The Forward Purchase shall be effectuated, in one or more private placements of Forward Purchase Securities.
Forward Purchase. As provided in this Agreement, immediately prior to the Business Combination Closing, the Purchasers shall purchase up to $50,000,000 of Forward Purchase Securities, consisting of up to 5,000,000 Forward Purchase Shares at a price of $10.00 per Forward Purchase Share, together with an aggregate of up to 1,000,000 Forward Purchase Warrants, and each Purchaser shall severally and not jointly purchase such number of Forward Purchase Shares and Forward Purchase Warrants as set forth on such Purchaser’s signature page (the “Forward Purchase”). The Forward Purchase shall be effectuated, if at all, in one or more private placements of Forward Purchase Securities. The Forward Purchase is subject to the approval of the Company’s board of directors (“Board of Directors”). The Company and the Purchasers may determine, by mutual agreement, to increase the number of Forward Purchase Securities at any time prior to the Company’s Business Combination.
Forward Purchase. Subject to the conditions set forth in this Agreement, immediately prior to the Business Combination Closing, the Purchaser shall purchase 7,500,000 Forward Purchase Securities, consisting of 5,000,000 Forward Purchase Shares at a price of $10.00 per Forward Purchase Share, together with an aggregate of 2,500,000 Forward Purchase Warrants (the “Forward Purchase”). The Forward Purchase shall be effectuated, if at all, in one or more private placements of Forward Purchase Securities. The Company and the Purchaser may determine, by mutual agreement, to increase the number of Forward Purchase Securities at any time prior to the Company’s initial Business Combination.
Forward Purchase. As provided in this Agreement, immediately prior to the Business Combination Closing, the Purchasers shall purchase no less than 12,500,00 Forward Purchase Shares at a price of $10.00 per Forward Purchase Share, and each Purchaser shall severally and not jointly purchase such number of Forward Purchase Shares as set forth on such Purchaser’s signature page (the “Forward Purchase”). The Forward Purchase shall be effectuated, if at all, in one or more private placements of Forward Purchase Shares. The Forward Purchase is subject to the approval of the Company’s board of directors (“Board of Directors”). The Company and each Purchaser may determine, by mutual agreement, to increase the number of Forward Purchase Shares at any time prior to the Company’s Business Combination.
Forward Purchase. Simultaneously with the closing of an initial Business Combination, GPIAC II, LLC or another subsidiary or affiliate of GP Investments, Ltd. will purchase from the Company pursuant to the Forward Purchase Agreement (as defined in Section 2.21.5 hereof), $50 million of units, which units are identical to the Firm Units subject to certain exceptions (the “Forward Purchase Units”) at a purchase price of $10.00 per Forward Purchase Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Forward Purchase Units is referred to herein as the “Forward Purchase Private Placement.” The Forward Purchase Units, the Ordinary Shares included in the Forward Purchase Units and Warrants included in the Forward Purchase Units (the “Forward Purchase Warrants”) and Ordinary Shares issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Forward Purchase Securities. The Forward Purchase Warrants are identical to the Placement Warrants.
Forward Purchase. Subject to the conditions set forth in this Agreement, immediately prior to the Business Combination Closing, the Purchaser shall have the option to purchase up to 7,500,000 Forward Purchase Securities, consisting of up to 5,000,000 Forward Purchase Shares at a price of $10.00 per Forward Purchase Share, together with an aggregate of up to 2,500,000 Forward Purchase Warrants (collectively, the “Forward Purchase”). The Forward Purchase shall be effectuated, if at all, in a private placement of Forward Purchase Securities. The Purchaser shall have the right, in its sole discretion, to determine the number of Forward Purchase Securities it intends to purchase at the Forward Closing (as defined below), if any (subject to the maximum $50,000,000 aggregate Forward Purchase Price, and, in each case, with the ratio of Forward Purchase Shares to Forward Purchase Warrants included in the Forward Purchase to be 2:1). For the avoidance of doubt, under no circumstances shall the Forward Purchase result in the Purchaser beneficially owning more than an aggregate of 9.999% of the shares of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Purchaser shall have the right to limit its purchase obligation pursuant hereto to such number of Forward Purchase Securities as would not result in its beneficial ownership exceeding 9.999%, as determined above.
Forward Purchase. Following the Conversion on the Closing Date, the FPA Purchaser (or its permitted assignee) shall purchase from IIAC, and IIAC shall issue to the FPA Purchaser, 22,500,000 IIAC Class A Ordinary Shares for an aggregate purchase price of €184,500,000, subject to adjustment in accordance with the terms of the Forward Purchase Agreement.
Forward Purchase. Unless otherwise approved in writing by the Company (which approval shall not be unreasonably conditioned, withheld, delayed or denied), Acquiror shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision or remedy under, or any replacements of, the Forward Purchase Contract. Acquiror shall use its reasonable best efforts to take, or with respect to actions required to be taken by the counterparty to the Forward Purchase Contract, request to be taken by such counterparty, all actions and use its reasonable best efforts to do, or with respect to actions required to be taken by such counterparties request to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Forward Purchase Contract on the terms and conditions described therein.
Forward Purchase. Subject to the terms and conditions of this Agreement and the satisfaction of the Capital Condition, on each Trade Date on or prior to the Facility End Date, the Seller and the Purchaser shall enter into a transaction pursuant to which the Seller shall sell, transfer, assign and otherwise convey to the Purchaser (or its designee), and the Purchaser shall purchase (or cause its designee to purchase) for an amount equal to the Purchase Price of the applicable Loan, all right, title and interest of the Seller (whether now owned or hereafter acquired or arising, and wherever located) in and to such Loan and the Loan Rights in respect of such Loan (each, a “Forward Purchase”). The Seller and the Purchaser shall use reasonable efforts to settle such Forward Purchase as soon as reasonably practicable and on such date as may be reasonably agreed by the Seller and the Purchaser (the date of each such settlement, a “Settlement Date”). Such Loan and such Loan Rights so sold pursuant to this Section 2.2(a) shall be transferred and assigned to the Purchaser (or its designee) free and clear of all Liens, except such Liens imposed by any financing provider to the Seller, which Liens shall be released concurrent with such Forward Purchase. For the avoidance of doubt, the Purchaser shall purchase any and all Loans held by the Seller on the Facility End Date and the Trade Date for any such purchase shall be the Facility End Date.
