Forward Purchase Agreement. The Forward Purchase Agreement has been duly authorized, executed and delivered by the Company and the Forward Purchaser, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
Forward Purchase Agreement. The Company has entered into a Forward Purchase Agreement, dated [ ], 2021, with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement (the “Forward Purchase Agreement”), which grants the Sponsor or its permitted transferees (the “Forward Purchaser”) an option to purchase, subject to the terms and conditions in such agreement, up to an aggregate of 5,000,000 Ordinary Shares (the “Forward Purchase Shares”), plus up to an aggregate of 1,250,000 redeemable warrants (the “Forward Purchase Warrants”), each Forward Purchase Warrant entitling the holder to purchase one Ordinary Share at a purchase price of $11.50 per Ordinary Share, in one or more private placement transactions to occur prior to or substantially concurrently with the closing of the initial Business Combination for an aggregate purchase price of up to $50,000,000.
Forward Purchase Agreement. Parent has delivered to the Company and the Stockholder Representative a true, accurate and complete copy of the Forward Purchase Agreement. The Forward Purchase Agreement is in full force and effect and has not been withdrawn, terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent, and the commitments contained in the Forward Purchase Agreement have not been withdrawn, terminated or rescinded by Crescent in any respect. The Forward Purchase Agreement is a legal, valid and binding obligation of Parent and Crescent, enforceable in accordance with its terms. The Forward Purchase Agreement provides that the Company and the Stockholder Representative are third-party beneficiaries thereof and are entitled to enforce such agreement. There are no other agreements, side letters, or arrangements between Parent and any other Person (including Crescent) relating to the Forward Purchase Transaction, and, as of the date hereof, Parent does not know of any facts or circumstances that would reasonably be expected to result in any of the conditions set forth in the Forward Purchase Agreement not being satisfied, or the Forward Purchase Investment Amount not being available to Parent, on the Closing Date. The Forward Purchase Agreement contains all of the conditions precedent to the obligations of Crescent to contribute to Parent the Forward Purchase Investment Amount on the terms therein. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Crescent under any condition precedent or material term of the Forward Purchase Agreement and, as of the date hereof, Parent has no reason to believe that any of the conditions to the consummation of the Forward Purchase Transaction will not be satisfied, and, as of the date hereof, Parent is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied.
Forward Purchase Agreement. Section 7.20 of the Contribution Agreement is hereby deleted and replaced in its entirety with the following: “
Forward Purchase Agreement. Simultaneously with the Closing, the Company will enter into a Forward Purchase Agreement (the “Forward Purchase Agreement”), dated as of the date hereof, with [ ] (the “Forward Purchaser”), pursuant to which the Forward Purchaser will agree to make an aggregate investment in the initial business combination of $20 million through (a) purchases of our shares of Common Stock through (i) open market purchases (ii) or a private placement that will close simultaneously with the closing of the initial Business Combination or (b) a bridge transaction with the proposed target (any such shares of Common Stock purchased from or issued by the Company are referred to as the “Forward Purchase Shares”).
Forward Purchase Agreement. The Company and M3-Brigade III FPA LP, a Delaware limited partnership, (the “Forward Purchaser”) have entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the Forward Purchaser has agreed to purchase no more than $40,000,000 of forward purchase shares (the “Forward Purchase Shares”), in a private placement to occur immediately prior to the closing of the Company’s initial Business Combination, as notified by the Forward Purchaser to the Company as promptly as practicable after the date the Forward Purchase Agreement is executed and no later than five (5) business days prior to such time as any definitive agreement with respect to a Business Combination is executed by the Company. Pursuant to the Forward Purchase Agreement, the Company has granted certain registration rights in respect of the Forward Purchase Shares that may be acquired by the Forward Purchaser.
Forward Purchase Agreement. The Forward Purchase Agreement has been duly authorized, executed and delivered by the Company and the Lux Ventures VI Entities, and is a valid and binding agreement of the Company and the Lux Ventures VI Entities, enforceable against the Company and the Lux Ventures VI Entities in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
Forward Purchase Agreement. The Company has caused to be duly executed a legally binding and enforceable Forward Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Forward Purchase Agreement”) with an accredited institutional investor affiliated with the Sponsor (the “Forward Purchaser”) providing for the sale of forward purchase securities (the “Forward Purchase Securities”) of at least $115,000,000 in a private placement to close concurrently with the closing of the initial Business Combination,. The Company has also issued 3,435,065 additional Class B ordinary shares to the Sponsor, which represents the adjustment to the ratio applicable to the conversion of the Class B ordinary shares that the Sponsor would have been entitled to at the closing of the initial Business Combination as a result of the issuance of the Forward Purchase Securities.
Forward Purchase Agreement. The Forward Purchaser has executed and delivered a forward purchase contract, the form of which is annexed as an exhibit to the Registration Statement (the “Forward Purchase Agreement”), pursuant to which the Forward Purchaser will, among other things, on the consummation of a Business Combination, consummate the Forward Purchase Placement.
