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. FTAC has made available to PGHL a true, correct and complete copy of the Forward Purchase Agreement. The Forward Purchase Agreement is in full force and effect and is legal, valid and binding upon FTAC and, to the knowledge of FTAC, enforceable in accordance with its terms. The Forward Purchase Agreement has not been withdrawn, terminated, amended, modified or waived since the date of execution and prior to the execution of this Agreement, and as of the date of this Agreement no such withdrawal, termination, amendment or modification is contemplated, and as of the date of this Agreement the commitments contained in the Forward Purchase Agreement have not been withdrawn, terminated or rescinded by the FP Investor in any respect. FTAC has fully paid any and all commitment fees or other fees required in connection with the Forward Purchase Agreement that are payable on or prior to the date hereof and will pay any and all such fees when and as the same become due and payable after the date hereof pursuant to the Forward Purchase Agreement. FTAC has, and to the knowledge of FTAC, each other party to the Forward Purchase Agreement has, complied with all of its obligations under the Forward Purchase Agreement. There are no conditions precedent or, to the knowledge of FTAC, other contingencies related to the FTAC Financing to be provided pursuant to the Forward Purchase Agreement, other than as expressly set forth in the Forward Purchase Agreement. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (a) constitute a default or breach on the part of FTAC or, to the knowledge of FTAC, (b) assuming the conditions set forth in Section 9.02 and Section 9.03 will be satisfied, constitute a failure to satisfy, or caused to be satisfied, a condition on the part of FTAC, or (c) assuming the conditions set forth in Section 9.02 and Section 9.03 will be satisfied, to the knowledge of FTAC, result in any portion of the amounts to be paid by the FP Investor in accordance with the Forward Purchase Agreement being unavailable on the Closing Date. As of the date hereof, assuming the conditions set forth in Section 9.02 and Section 9.03 will be satisfied, FTAC has no reason to believe that any of the conditions to the consummation of the purchases under the Forward Purchase Agreement will not be satisfied, and, as of the date hereof, FTAC is not aware of the existence of any fact or event that ...
Forward Purchase Agreement. Section 7.20 of the Contribution Agreement is hereby deleted and replaced in its entirety with the following: “Section 7.20
Forward Purchase Agreement. In consideration of the covenants of Holder set forth herein, the Company extends to the Holder the Forward Purchase Option to execute a forward purchase agreement with the Company in connection with the Business Combination in accordance with the terms set forth in the Term Sheet. The Forward Purchase Option expires on the Business Day preceding the Business Combination Redemption. For the purposes of this Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks in New York, New York are required or authorized by law to be closed for business. The obligations of the Company pursuant to this Section 5 shall be subject to the satisfaction or waiver by the Company of the following conditions: (i) the Extension shall have occurred, (ii) all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of the date hereof, as of the Purchase Deadline and as of the date of the exercise of the Forward Purchase Option, and (iii) the Holder shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it.
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 GPIAC II, LLC have entered into a Forward Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Forward Purchase Agreement”), pursuant to which GPIAC II, LLC or another subsidiary or affiliate of GP Investments, Ltd. will purchase the Forward Purchase Units on the closing of the initial Business Combination pursuant to the Forward Purchase Agreement.
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 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.
