Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 Forward Purchase Units for a purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate (the “Forward Purchase Price”).
(ii) Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement”). Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the Warrant Agreement, and only whole Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants will become exercisable on the later of 30 days after the Business Combination Closing and 12 months from the IPO Closing, and will expire five years after the Business Combination Closing or earlier upon the liquidation of the Company, as described in the Warrant Agreement. The Forward Purchase Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Purchaser or its Permitted Transferees (as defined below). For so long as the Forward Purchase Warrants are held by the Purchaser or its Permitted Transferees, the Forward Purchase Warrants will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i). If the Forward Purchase Warrants are held by Persons (as defined below) other than the Purchaser or its Permitted Transferees, the Forward Purchase Warrants will have the same terms as the Public Warrants, as set forth in the Warrant Agreement.
(iii) The Company shall require the Purchaser to purchase the Forward Purchase Units by delivering notice to the Purchaser, at least five (5) Business Days before the Business Combination Closing, specifying the date of the Business Combination Closing and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and immediately prior to the Business Combination Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the Company, to be held in ...
Forward Purchase Securities. (i) Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Purchaser, at the Company’s option, up to, and the Purchaser shall purchase from the Company, subject to the conditions set forth herein, up to, (i) a number of Class A Shares equal to 20% of the Class A Shares sold in the IPO (the “Forward Purchase Shares”) and (ii) a number of Warrants equal to 20% of the Warrants sold in the IPO (the “Forward Purchase Warrants”, together with the Forward Purchase Shares, the “Forward Purchase Securities”), for a purchase price of $10.00 (the “FPS Purchase Price”) for (1) one Class A Share plus (ii) the fraction of a Warrant included in the Public Units (which shall not be less than ¼ Warrant), for an aggregate purchase price not to exceed $40,000,000 ($46,000,000 if the over-allotment option is exercised in full). To the extent the number of Forward Purchase Securities to be purchased by Purchaser under this Agreement, together with any other Class A Shares of the Company held directly or indirectly by the Purchaser, will result in the Purchaser beneficially owning more than 9.9% of the Class A 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 Purchaser shall have the right to limit its purchase obligations under this Agreement to such number of Forward Purchase Securities as would not result in its beneficial ownership exceeding 9.9%, as determined above.
(ii) The Company may, in its discretion, determine whether to offer to the Purchaser the right to purchase any Forward Purchase Securities, provided that, in the event the Company determines to issue equity securities for cash in a private placement transaction to provide additional equity financing in connection with the completion of the Business Combination (other than to an affiliates of the Company or the equity holders of the target company in the Business Combination) (a “PIPE Transaction”) and Class A Shares are offered in the PIPE Transaction at a price per share less than $10 per share, the FPS Purchase Price shall be adjusted to such lower price.
(iii) The Forward Purchase Shares will have the same terms as the Class A Shares sold in the IPO and the Forward Purchase Warrants will have the same terms as the Warrants sold in the IPO, except the Forward Purchase Securities are being offered and sold...
Forward Purchase Securities. The Forward Purchase Shares and Class A Ordinary Shares underlying the Forward Purchase Warrants (the “Underlying Ordinary Shares”) have been duly authorized and with respect to the Underlying Ordinary Shares, reserved for issuance upon exercise thereof, and, when issued and delivered against payment therefor by the Underwriters pursuant to the Forward Purchase Agreement and registered in the Company’s register of members, will be validly issued, fully paid and nonassessable. The holders of such Forward Purchase Shares and Underlying Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Forward Purchase Shares and Underlying Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Forward Purchase Shares and Underlying Ordinary Shares (other than such execution (if applicable), countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken. The Forward Purchase Warrants have been duly authorized and, when issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Underwriters pursuant to the Forward Purchase Agreement, will be validly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their 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 Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, (1) the number of Forward Purchase Shares that is the quotient of (x) the amount of capital committed to the Purchaser and allocated to this Agreement as notified by the Purchaser to the Company 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 (the “Allocation Notice”), which amount shall be no more than $20,000,000 in the Purchaser’s sole discretion, and (y) $10.00 (the “Number of Forward Purchase Shares”), plus (2) the number of Forward Purchase Warrants which is the product of (x) the number of Forward Purchase Shares as determined by clause (1) and (y) 1/5 (the “
Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at a purchase price of $10.00 per Forward Purchase Security, an aggregate of 10,000,000 Forward Purchase Securities, for an aggregate purchase price of $100,000,000 (the “FPS Purchase Price”).
(ii) The Company shall require the Purchaser to purchase the Forward Purchase Securities pursuant to Section 1(a)(i) hereof by delivering notice (the “Company Notice”) to the Purchaser, at least five (5) Business Days before the funding of the FPS Purchase Price to an account specified by the Company, specifying the anticipated date of the Business Combination Closing, the FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. At least two (2) Business Days before the anticipated date of the Business Combination Closing specified in such Company Notice, the Purchaser shall deliver the FPS Purchase Price, in cash via wire transfer to the account specified in such Company Notice, to be held in escrow pending the FPS Closing (as defined below). If the FPS Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate this Agreement or otherwise relieve either party of any of its obligations hereunder, and the Company may provide a subsequent Company Notice pursuant to this Section 1(a)(ii). For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.
Forward Purchase Securities i. Black Knight shall cause NewCo to issue to the Purchaser, and the Purchaser shall acquire, directly or indirectly, from NewCo, the Forward Purchase Securities for an aggregate purchase price of $290,000,000.00 or such other amount as is mutually agreed upon in writing by Black Knight, the Purchaser and THL (the “FPS Purchase Price”).
ii. The closing of the sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the same date and immediately prior to the Closing (such date being referred to as the “Closing Date”). At the FPS Closing, Black Knight will cause NewCo to issue to the Purchaser the Forward Purchase Securities, each registered in the name of the Purchaser, against (and concurrently with) the payment of the FPS Purchase Price. Subject to the satisfaction of the conditions set forth herein (including each of the conditions specified in Section 5 below), at the FPS Closing, the Purchaser shall deliver (or caused to be delivered) the FPS Purchase Price in cash via wire transfer to an account designated by NewCo (the “Funding Account”), solely for the purpose of funding, and to the extent necessary to fund, a portion of the purchase price payable by Black Knight at the Closing pursuant to the Purchase Agreement and related fees and expenses at the Closing. Black Knight will provide the Purchaser with at least ten (10) Business Days prior written notice of the Contemplated Closing Date and will provide written notice to the Purchaser no later than five (5) Business Days prior to the Contemplated Closing Date (the “Funding Notice”) setting forth the wire instructions for purposes of funding the FPS Purchase Price to the Funding Account. For purposes of this Agreement, the term “Business Day” shall have the meaning ascribed to such term in the Purchase Agreement. For purposes of this Agreement, the term “Contemplated Closing Date” shall mean the date on which Black Knight expects to consummate the Transaction. In the event that the Transaction is not consummated within ten (10) Business Days of the Contemplated Closing Date, Black Knight will return the full amount of the FPS Purchase Price, together with the interest accrued thereon (net of any applicable withholding taxes), at the earliest reasonably practicable time (and, in any event, within ten (10) Business Days after the Contemplated Closing Date).
Forward Purchase Securities. (i) Subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall have the option to purchase from the Company, the Forward Purchase Shares, the Forward Purchase Debt or a combination thereof for an aggregate purchase price of up to $25,000,000 (the “Forward Purchase Price”).
Forward Purchase Securities. Simultaneously with the consummation of the offering, the Company shall enter into a Forward Purchase Agreement (the “Forward Purchase Agreement”), with Altium MSAC LLC, a Delaware limited liability company, and Structure Alpha LLC, a Delaware limited liability company (collectively the “Forward Purchasers”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Forward Purchasers agreed to purchase, in one or more private placements in such amounts and at such time or times as the Forward Purchasers determine, with the full amount to have been purchased no later than simultaneously with the closing of an initial Business Combination, an aggregate of 1,600,000 units (the “Forward Purchase Units”) at a purchase price of $10.00 per unit, each Forward Purchase Unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants” and, together with the Forward Purchase Units and Forward Purchase Shares, the “Forward Purchase Securities”). The Forward Purchase Shares are substantially similar to the Class A ordinary shares included in the Units, except as described in the Prospectus (as defined below). The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Prospectus.
Forward Purchase Securities. The Forward Purchase Securities have been duly authorized and reserved for issuance, and when issued and paid for pursuant to the Forward Purchase Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and the Forward Purchase Shares, including the shares issuable upon exercise of the Forward Purchase Warrants, have been duly authorized by the Company and validly reserved for issuance. The Forward Purchase Warrants included in the Forward Purchase Units, when issued and delivered in the manner set forth in the Warrant Agreement against payment for the Forward Purchase Units pursuant to the Forward Purchase Agreement, will be duly executed, authenticated, issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their 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 Securities. When paid for and issued, the Forward Purchase Securities will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Forward Purchase Securities will be enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
