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 6,666,666.67 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 1,666,666.67 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 12,500,000 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. 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. (a) 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 as shall be released concurrent with such Forward Purchase. For the avoidance of doubt, subject to Section 2.2(b) hereof, 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.
(b) Notwithstanding Section 2.2(a) hereof, the parties hereto agree that, on the Facility End Date, upon request of the Purchaser and with the consent of the Parent (such consent not to be unreasonably withheld, delayed or conditioned), in lieu of Forward Purchases of all Loans held by the Seller as of such date, Parent shall sell and transfer to the Purchaser (or its designee), or cause to be sold and transferred to the Purchaser (or its designee), and the Purchaser shall purchase (or cause its designee to purchase), all of the membership interests of the Seller (the “Membership Interests”) for an amount and with a value equal to the aggregate Purchase Prices of all Loans held by the Seller as of such date which, for the avoidance of doubt, will be the economic equivalent of the applicable Forward Purchases (such transaction, the “Acquisition”). The Membership Interests so sold pursuant to this Section 2.2(b) shall be transferred to the Purchaser (or its designee) free and clear of all Liens, except such Liens as shall be released concurrent with the Acquisition. Upo...
Forward Purchase. (i) The Subscriber covenants and agrees that until the earlier of the (A) consummation of the Transaction (the “Merger Closing”) or (B) Termination Date (as defined below), it shall not, and shall ensure that each of its Affiliates does not, Transfer any shares of Common Stock acquired pursuant to the terms of this Agreement. For purposes hereof, “Affiliate” shall mean affiliate as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, any entity for which a Subscriber directly or indirectly serves as investment adviser or manager; and “Transfer” shall mean any direct or indirect transfer, redemption, disposition or monetization in any manner whatsoever, including, without limitation, through redemption election or any derivative transactions.
Forward Purchase. On the Signing Date, HT and Bucyrus have entered into a sale and transfer agreement (Role of Deeds no. H 4019/ 2006 of notary public Dr. Armin Hauschild in Dusseldorf) - (the "Forward Purchxxx Xxxxxxxxx") by which the shares in Purchaser held by HT (the "HT Shares") shall be sold and transferred to Bucyrus, at any date in the time period as from January 1, 2008 to December 31, 2009, or earlier upon the occurrence of certain events described more specifically in such sale and transfer agreement (the "Forward Purchase"). The date on which the Forward Purchase is consummated in accordance with the terms and conditions of the Forward Purchase Agreement, shall be referred to as the "Forward Purchase Closing Date".
