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. As provided in this Agreement, immediately prior to the Business Combination Closing, the Purchasers shall purchase no less than 10,000,000 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. 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. (a) Subject to the terms and conditions of this Agreement (including this Section 2.2) and the satisfaction of the Capital Condition, Cliffwater, including on behalf of CCLF Sub, or the Purchaser may provide notice in writing (including, without limitation, by email) to the other party on or prior to the Scheduled Facility End Date requiring the Purchaser (or its designee) to purchase and Cliffwater or CCLF Sub, as applicable, to sell on an applicable Trade Date (it being understood that the actual settlement of such purchase and sale may be delayed) all or a portion (based on the outstanding principal amount) of one or more Purchased Loans, and assume a ratable portion of the Available Unfunded Commitments associated with such Purchased Loan (each Purchased Loan or portion thereof that is purchased, together with each related Available Unfunded Commitment that is assumed, by the Purchaser under this Section 2.2, a “Forward Purchase Asset”, and each such purchase, a “Forward Purchase”); provided, that the foregoing shall not be construed to enable Cliffwater or CCLF Sub, unless consented to by the Purchaser in its sole discretion, to require the Purchaser to purchase all or any portion of any Purchased Loan or any Available Unfunded Commitments that would cause the collective Purchase Price for, collectively, such Purchased Loan and related Available Unfunded Commitments paid by the Purchaser to Cliffwater or CCLF Sub in connection with any Forward Purchase thereof since the Original Effective Date (including, for the avoidance of doubt, the Purchase Price in connection with all of the purchases made at the election of the Purchaser) to exceed, with respect to any Purchased Loan and any Available Unfunded Commitment with an Initial Purchase Date that occurred (x) prior to the Subscription Threshold Date, an amount equal to 3.0% of the aggregate subscriptions that the Purchaser has raised on or prior to the Trade Date of such purchase and (y) on or after the Subscription Threshold Date, an amount equal to 2.0% of the aggregate subscriptions that the Purchaser has raised on or prior to the Trade Date of such purchase; provided further, that, with respect to any Purchased Loan and any Available Unfunded Commitment with an Initial Purchase Date that occurred on or after the Subscription Threshold Date, Cliffwater and/or CCLF Sub shall not require the Purchaser to purchase all or any portion of such Purchased Loan or such Available Unfunded Commitment prior to ...
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. As provided in this Agreement, concurrently with the Business Combination Closing, the Purchaser shall purchase no less than 5,000,000 Forward Purchase Shares, at a price of $10.00 per Forward Purchase Share (the “Forward Purchase”). The Forward Purchase shall be effectuated in one or more private placements of Forward Purchase Shares. The Company, Newco and the Purchaser may determine, by mutual agreement, to increase the number of Forward Purchase Shares at any time prior to the Definitive Business Combination.
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.
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.
