Common use of Forward Purchase Securities Clause in Contracts

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 escrow until the Forward Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser. 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.

Appears in 9 contracts

Samples: Forward Purchase Agreement (B. Riley Principal Merger Corp. II), Forward Purchase Agreement (B. Riley Principal Merger Corp. II), Forward Purchase Agreement (B. Riley Principal Merger Corp. II)

AutoNDA by SimpleDocs

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, Forward Purchase Shares and the Purchaser shall purchase from shares of Common Stock issuable upon exercise of the Company, 2,500,000 Forward Purchase Units Warrants have been duly authorized and reserved for a purchase price of $10.00 per issuance and when issued and paid for in accordance with the Forward Purchase UnitContract and the Warrant Agreement, or $25,000,000 in will be validly issued, fully paid and non-assessable. The holders of the aggregate (the “Forward Purchase Price”). (ii) Each Securities are not and will not be subject to personal liability by reason of being such holders; the Forward Purchase Warrant will have the same terms as each Private Placement Warrant, Securities are not and will not be subject to the terms and conditions preemptive rights of any holders of any security of the Warrant Agreement Company or similar contractual rights granted by the Company; and all corporate action required to be entered into between taken for the Company authorization, issuance and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with sale of 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, Securities has been duly and only whole Forward Purchase Warrants will be exercisablevalidly taken. The Forward Purchase Warrants will become exercisable on Securities conform in all material respects to the later of 30 days after descriptions thereof contained in the Business Combination Closing Registration Statement, the Sale Preliminary Prospectus and 12 months from the IPO Closing, and will expire five years after the Business Combination Closing or earlier upon the liquidation of the CompanyProspectus, as described in the Warrant Agreementcase may be. The Forward Purchase Warrants will be non-redeemable When paid for 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 issued, the Forward Purchase Warrants are held by the Purchaser or its Permitted Transferees, Units and the Forward Purchase Warrants will not be exercisable more than five years from the effective date constitute valid and binding obligations of the Registration Statement Company to issue the number and type of securities of the Company called for thereby in accordance with FINRA Rule 5110(f)(2)(G)(i)the terms thereof, and such Forward Purchase Units and Forward Purchase Warrants are 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. If The shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are held by Persons (as defined below) other than have been reserved for issuance and upon the Purchaser or its Permitted Transferees, exercise of the applicable 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 and upon payment 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 escrow until the Forward Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaserconsideration therefor, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee when issued in accordance with its delivery instructions)the terms thereof, or to a custodian designated by the Purchasersuch shares of Common Stock will be duly and validly authorized, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closingvalidly issued, the Forward Closing shall not occur fully paid and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser. 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 Yorknon-assessable.

Appears in 8 contracts

Samples: Underwriting Agreement (B. Riley Principal Merger Corp. II), Underwriting Agreement (B. Riley Principal Merger Corp. II), Underwriting Agreement (B. Riley Principal Merger Corp. II)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the number of Forward Purchase Units Shares set forth on the signature page to this Agreement next to the line item “Number of Forward Purchase Shares,” plus the number of Forward Purchase Warrants set forth on the signature page to this Agreement next to the line item “Number of Forward Purchase Warrants,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 Closingclosing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption or 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 number of Forward Purchase Units Shares and the corresponding number of Forward Purchase Warrants provided pursuant to Section 1(a)(i) hereof by delivering notice to the Purchaser, at least five ten (510) Business Days before the funding of the FPS Purchase Price to the escrow account, specifying the number of Forward Purchase Shares and Forward Purchase Warrants the Purchaser is required to purchase, the anticipated date of the Business Combination Closing, specifying the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account of a third-party escrow agent which shall be the Company’s transfer agent (the “Escrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least two (2) Business Days before the anticipated 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datenotice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the Purchaser. For purposes Escrow Agent, the Escrow Agreement will provide that the Escrow Agent automatically return to the Purchaser the FPS Purchase Price, provided that the return 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 the funds placed in the City of New York, New York.escrow shall not terminate the

Appears in 5 contracts

Samples: Forward Purchase Agreement, Forward Purchase Agreement (CF Corp), Forward Purchase Agreement (CF Corp)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the Forward Purchase Units Securities for a an aggregate purchase price of $10.00 per Forward Purchase Unit20,000,000, or which at the option of the Purchaser can be increased to up to $25,000,000 in the aggregate 50,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO, 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 Agentwarrant 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 Closingclosing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption or 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 Securities by delivering notice to the Purchaser, at least five ten (510) Business Days before the Business Combination Closingfunding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing and instructions for wiring the Forward FPS Purchase Price. The closing Price to an account of the sale of Forward Purchase Units a third-party escrow agent (the “Forward ClosingEscrow Account”) which shall be held on the same date and immediately prior to the Business Combination Closing Company’s transfer agent (such date being referred to as the “Forward Closing DateEscrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least one two (12) Business Day prior to Days before the Forward anticipated date of the Business Combination Closing Datespecified in such notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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.

Appears in 4 contracts

Samples: Forward Purchase Agreement (Kismet Acquisition Two Corp.), Forward Purchase Agreement (Kismet Acquisition Three Corp.), Forward Purchase Agreement (Kismet Acquisition Two Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the PurchaserPurchasers, severally and not jointly, and the Purchaser Purchasers shall purchase from the Company, 2,500,000 Forward Purchase Units for at a purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate Security (the “Per Share Consideration”), an aggregate of up to 10,000,000 Forward Purchase Price”)Units, with each Purchaser to determine in its sole discretion the specific number of Forward Purchase Securities that it will purchase, if any, pursuant to this Agreement. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, Warrant sold as part of the Public Units in the IPO (“Public Warrants”) 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 thirty (30) days after the Business Combination Closing and 12 months from the IPO Closing, and will expire at 5:00 p.m., New York City time, five (5) years after the Business Combination Closing 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 Purchasers will purchase the Forward Purchase Units Securities, if any, pursuant to Section 1(a)(i) hereof after delivery by delivering notice the Purchasers to the PurchaserCompany of notice specifying the number of Forward Purchase Securities to be purchased by each Purchaser (the “Purchase Notice”), at least five (5) Business Days before the funding of the aggregate purchase price for the Forward Purchase Securities (the “FPS Purchase Price”). At least two (2) Business Combination Closing, specifying Days before the anticipated date of the Business Combination Closing and instructions for wiring Closing, each Purchaser shall deliver its portion of the FPS Purchase Price with respect to 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 Securities it elects to the Business Combination Closing (such date being referred purchase in cash via wire transfer to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to an account specified by the Company, to be held in escrow until pending the Forward Closing, FPS Closing (as defined below). If the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination FPS Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchasers deliver the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to such account, the PurchaserCompany shall, upon request of the Adviser, return to the Purchasers 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. For the 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.

Appears in 3 contracts

Samples: Forward Purchase Agreement (Longview Acquisition Corp. II), Forward Purchase Agreement (Longview Acquisition Corp. II), Forward Purchase Agreement (Longview Acquisition Corp. II)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the Forward Purchase Units Shares and the Forward Purchase Warrants for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate 75,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 Closingclosing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption or 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 Securities by delivering notice to the Purchaser, at least five ten (510) Business Days before the Business Combination Closingfunding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing and instructions for wiring the Forward FPS Purchase Price. The closing Price to an account of the sale of Forward Purchase Units a third-party escrow agent (the “Forward ClosingEscrow Account”) which shall be held on the same date and immediately prior to the Business Combination Closing Company’s transfer agent (such date being referred to as the “Forward Closing DateEscrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least one two (12) Business Day prior to Days before the Forward anticipated date of the Business Combination Closing Datespecified in such notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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.

Appears in 3 contracts

Samples: Forward Purchase Agreement (Trebia Acquisition Corp.), Forward Purchase Agreement (Trebia Acquisition Corp.), Forward Purchase Agreement (Trebia Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the number of Forward Purchase Units Shares set forth on the signature page to this Agreement next to the line item “Number of Forward Purchase Shares,” plus the number of Forward Purchase Warrants set forth on the signature page to this Agreement next to the line item “Number of Forward Purchase Warrants,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, Warrant sold as part of the Public Units in the IPO (“Public Warrants”) 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 thirty (30) days after the Business Combination Closing and 12 twelve (12) months from the IPO Closingclosing of the IPO, and will expire at 5:00 p.m., New York City time, five (5) years after the Business Combination Closing or earlier upon redemption or 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 number of Forward Purchase Units Shares and the corresponding number of Forward Purchase Warrants provided pursuant to Section 1(a)(i) hereof by delivering notice to the Purchaser, at least five ten (510) Business Days before the funding of the FPS Purchase Price to the escrow account, specifying the number of Forward Purchase Shares and Forward Purchase Warrants the Purchaser is required to purchase, the anticipated date of the Business Combination Closing, specifying the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account of a third-party escrow agent which shall be the Company’s transfer agent (the “Escrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least two (2) Business Days before the anticipated 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datenotice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent automatically return to the Purchaser the FPS Purchase Price, provided that the return of the funds placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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.

Appears in 3 contracts

Samples: Forward Purchase Agreement, Forward Purchase Agreement (One Madison Corp), Forward Purchase Agreement (One Madison Corp)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 up to a maximum of 27,000,000 Forward Purchase Units for Securities (the “Maximum Units”) at a purchase price of $10.00 per Forward Purchase UnitSecurity, or up to a maximum aggregate purchase price of $25,000,000 in the aggregate 270,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement Warrantthe Company’s private placement warrants, purchased by Bluescape Sponsor LLC and Purchaser in a private placement occurring simultaneously with the closing of the IPO, 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 number of Forward Purchase Securities to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows: (1) As soon as reasonably practicable, but in no event less than ten (10) Business Days prior to the Company’s entry into a definitive agreement for the Business Combination (the “Business Combination Agreement”), the Company shall require provide the Purchaser with notice (the “Initial Company Notice”) that it desires the Purchaser to purchase the Maximum Units pursuant to this Agreement in connection with the Business Combination Closing. Following delivery of the Initial Company Notice, the Company shall provide the Purchaser with such other information as the Purchaser (or any applicable Transferee pursuant to Section 4(b) hereof) may reasonably request so that the Purchaser (or such Transferee) may seek the approval of its investment committee to consummate the purchase of the Forward Purchase Units by delivering notice to the Purchaser, at least Securities hereunder. (2) Within five (5) Business Days after receipt of the Initial Company Notice, the Purchaser shall provide the Company with notice (the “Initial Purchaser Notice”) of the decision of its investment committee as to the number of Forward Purchase Securities it wishes to purchase pursuant to this Agreement, if any, which shall not exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Securities, subject to the terms and conditions of this Agreement. (3) At least two (2) Business Days before the Business Combination Closing, specifying the Company shall provide the Purchaser with an updated notice (the “Final Company Notice”) including: a. its determination, based on the actual number of Public Shares (as defined below) validly submitted for redemption or other changes in the cash requirements, of the number of Forward Purchase Securities that it desires the Purchaser to purchase pursuant to this Agreement; b. the anticipated date of the Business Combination Closing and Closing; and c. instructions for wiring the FPS Purchase Price. (4) At least one (1) Business Day before the Business Combination Closing, the Purchaser shall provide the Company with an updated notice (the “Final Purchaser Notice”) of the number of Forward Purchase Price. Securities it will be obligated to purchase pursuant to this Agreement, with no further notification or confirmation necessary from the Company, which number (x) shall not be less than the lesser of (A) the number of Forward Purchase Securities that the Purchaser was obligated to purchase pursuant to Section 1(a)(iii)(2) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Securities that the Company desires the Purchaser to purchase as specified in the Final Company Notice and (y) may be, at the option of the Purchaser, up to the Maximum Units. (iv) In the event that any Business Combination Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed pursuant to clause (iii) above to determine the number of Forward Purchase Securities to be purchased by the Purchaser in connection with such Business Combination Agreement shall be disregarded and the provisions of clause (iii) above must be separately completed for each Business Combination Agreement entered into by the Company. (v) The closing of the sale of Forward Purchase Units Securities (the “Forward Closing”) shall be held on the same date and immediately prior to concurrently with 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 escrow until Company the Forward Closing, the Forward FPS Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such noticethe Final Company Notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (Ai) the Forward FPS Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (Bii) upon such release, the Company shall issue the Forward Purchase Units Securities to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on within five (5) Business Days of the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the Purchaser. 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.

Appears in 3 contracts

Samples: Forward Purchase Agreement (Bluescape Opportunities Acquisition Corp.), Forward Purchase Agreement (Bluescape Opportunities Acquisition Corp.), Forward Purchase Agreement (Bluescape Opportunities Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the Forward Purchase Units Shares and the Forward Purchase Warrants for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate 100,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 thirty (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 redemption or 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 Securities by delivering notice to the Purchaser, at least five ten (510) Business Days before the Business Combination Closingfunding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing and instructions for wiring the Forward FPS Purchase Price. The closing Price to an account of the sale of Forward Purchase Units a third-party escrow agent (the “Forward ClosingEscrow Account”) which shall be held on the same date and immediately prior to the Business Combination Closing Company’s transfer agent (such date being referred to as the “Forward Closing DateEscrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least one two (12) Business Day prior to Days before the Forward anticipated date of the Business Combination Closing Datespecified in such notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price. For the 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.

Appears in 3 contracts

Samples: Forward Purchase Agreement (G Squared Ascend I Inc.), Forward Purchase Agreement (G Squared Ascend I Inc.), Forward Purchase Agreement (G Squared Ascend I Inc.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the Forward Purchase Units Shares and the Forward Purchase Warrants for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate 150,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 Closingclosing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption or 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 Securities by delivering notice to the Purchaser, at least five ten (510) Business Days before the Business Combination Closingfunding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing and instructions for wiring the Forward FPS Purchase Price. The closing Price to an account of the sale of Forward Purchase Units a third-party escrow agent (the “Forward ClosingEscrow Account”) which shall be held on the same date and immediately prior to the Business Combination Closing Company’s transfer agent (such date being referred to as the “Forward Closing DateEscrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least one two (12) Business Day prior to Days before the Forward anticipated date of the Business Combination Closing Datespecified in such notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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.

Appears in 3 contracts

Samples: Forward Purchase Agreement (Foley Trasimene Acquisition II), Forward Purchase Agreement (Foley Trasimene Acquisition Corp.), Forward Purchase Agreement (Foley Trasimene Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the PurchaserPurchasers, at the Company’s option, up to, and the Purchaser Purchasers shall purchase from the CompanyCompany subject to the conditions set forth herein up to, 2,500,000 (i) 5,000,000 Class A Shares (the “Forward Purchase Units Shares”) and (ii) a number of Warrants equal the number of Warrants that the Purchasers would have received if it purchased a number of Class A Shares in the IPO equal to the number of Forward Purchase Shares (the “Forward Purchase Warrants”, together with the Forward Purchase Shares, the “Forward Purchase Securities”), for a purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate (the “Forward 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 of up to $50,000,000. The Forward Purchase Securities and the FPS Purchase Price shall be allocated amongst the Purchasers pursuant to the “Allocation Percentage” set forth below each Purchaser on the signature page hereto. (ii) Each The Forward Purchase Warrant Shares will have the same terms as each Private Placement Warrantthe 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 pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended the “Securities Act”). The Forward Purchase Warrants 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 ) and 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 or 12 months from the closing of the IPO Closing, and will expire five years after the Business Combination Closing or earlier upon redemption or 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 As soon as reasonably practicable, but in no event less than ten (10) Business Days prior to the Company’s entry into a definitive agreement for the Business Combination (the “Business Combination Agreement”), the Company shall require provide the Purchasers with notice (the “Company Notice”) that (i) it intends to enter into a the Business Combination Agreement and the Company shall provide the Purchasers with such other information as the Purchasers may reasonably request so that the Purchasers may seek the approval of investment committee and any other internal approvals required to consummate the purchase of the Forward Purchase Securities hereunder (collectively, “Investment Committee Approval”), and (ii) specifying the anticipated date of the Business Combination Closing, the number of Forward Purchase Securities the Company is offering to sell to the Purchasers (which will not exceed the number of Forward Purchase Securities that Purchasers have agreed to purchase pursuant to Section 1(a)(i)), the aggregate purchase price for the Forward Purchase Securities (the “Aggregate FPS Purchase Price”) and instructions for wiring the Aggregate FPS Purchase Price to an account designated by the Company. (iv) Within five (5) Business Days after receipt of the Initial Company Notice, each Purchaser shall provide the Company with notice (the “Purchaser Notice”) of whether it has received Investment Committee Approval. Notice of Investment Committee Approval of the Purchaser’s investment committee shall constitute the binding obligation of such Purchaser to purchase the Forward Purchase Units by delivering notice Securities, subject to the Purchaserterms and conditions of this Agreement, at and notice of the failure to obtain Investment Committee Approval shall constitute a rejection by such Purchaser of the Company’s offer to sell the Forward Purchase Securities. (v) At least five two (52) Business Days before the Business Combination Closing, specifying the anticipated date of the Business Combination Closing and instructions for wiring specified in 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 DateCompany Notice, the Purchaser Purchasers shall deliver to the Company, to be held in escrow until the Forward Closing, the Forward Aggregate FPS Purchase Price for the Forward Purchase Securities by in cash via wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such noticenotice pending the Business Combination Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closingPurchasers deliver the Aggregate FPS Purchase Price, the Forward Closing Company shall return to the Purchasers the Aggregate FPS Purchase Price, provided that the return of the Aggregate FPS Purchase Price shall not occur terminate this Agreement or otherwise relieve either party of any of its obligations hereunder and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price may provide a subsequent Company Notice pursuant to the Purchaserthis Section 1(a)(ii). For the 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.

Appears in 3 contracts

Samples: Forward Purchase Agreement (Wejo Holdings Ltd.), Forward Purchase Agreement (TKB Critical Technologies 1), Forward Purchase Agreement (TKB Critical Technologies 1)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the Forward Purchase Units Shares and the Forward Purchase Warrants for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate 100,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 redemption or 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 Securities by delivering notice to the Purchaser, at least five ten (510) Business Days before the Business Combination Closingfunding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing and instructions for wiring the Forward FPS Purchase Price. The closing Price to an account of the sale of Forward Purchase Units a third-party escrow agent (the “Forward ClosingEscrow Account”) which shall be held on the same date and immediately prior to the Business Combination Closing Company’s transfer agent (such date being referred to as the “Forward Closing DateEscrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least one two (12) Business Day prior to Days before the Forward anticipated date of the Business Combination Closing Datespecified in such notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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.

Appears in 3 contracts

Samples: Forward Purchase Agreement (Avista Public Acquisition Corp. II), Forward Purchase Agreement (Avista Public Acquisition Corp. II), Forward Purchase Agreement (Avista Public Acquisition Corp. II)

Forward Purchase Securities. (i) The Upon exercise of the option by the Purchaser, the Company shall issue and sell to the Purchaser, and the Purchaser shall subscribe for and purchase from the Company, 2,500,000 the initial Forward Purchase Units Shares and the initial Forward Purchase Warrants for a an aggregate purchase price of up to $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate 50,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 Closingclosing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption or 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 of Forward Purchase Units by delivering notice to Securities may be effectuated, at the Purchaser’s election, in one or more private placements at least five (5) Business Days before any time, and from time to time, prior to the Business Combination Closing, specifying the date . For a purchase 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 Securities occurring at any time other than 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 DateClosing, the Purchaser shall deliver a notice (an “Early Forward Purchase Election Notice”) to the CompanyCompany at least ten (10) Business Days before the funding of the applicable FPS Purchase Price specifying (a) the number of Forward Purchase Securities that are subject to such Early Forward Purchase Election Notice, (b) the calculation of the portion of the FPS Purchase Price that will be due in connection with the purchase of such Forward Purchase Securities and (c) the date that such Forward Purchase Securities will be purchased by the Purchaser and the FPS Purchase Price will be paid to be held in escrow until the Forward Company (such date, an “Early FPS Closing”). On the date of any Early FPS Closing, the Purchaser shall deliver the FPS Purchase Price specified in the Early Forward Purchase Price for the Forward Purchase Securities by Election Notice in cash via wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such noticewriting, to be used by the Company for purposes related to a Business Combination. Immediately For the purchase of any Forward Purchase Securities occurring immediately prior to the Business Combination Closing, the Purchaser shall deliver a notice (a “Final Forward Closing on Purchase Notice”) to the Company at least ten (10) Business Days prior to the funding of the remaining FPS Purchase Price specifying (a) the number of Forward Closing DatePurchase Securities that are subject to such Final Forward Purchase Notice, (Ab) the calculation of the portion of the FPS Purchase Price that will be due in connection with the purchase of such Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the PurchaserSecurities, and (B) upon such release, the Company shall issue promptly upon receipt confirm: (x) the anticipated date of the Business Combination Closing and (y) instructions for wiring the FPS Purchase Price to an account of a third-party escrow agent (the “Escrow Account”) which shall be the Company’s transfer agent (the “Escrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least two (2) Business Days before the anticipated date of the Business Combination Closing specified in such notice, the Purchaser shall deliver the FPS Purchase Price specified in the Final Forward Purchase Units Notice in cash via wire transfer to the Purchaser account specified in book-entry formsuch notice, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered to be held in escrow pending the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicableBusiness Combination Closing. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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, Hong Kong or Singapore.

Appears in 3 contracts

Samples: Forward Purchase Agreement (Tiga Acquisition Corp. III), Forward Purchase Agreement (Tiga Acquisition Corp. III), Forward Purchase Agreement (Tiga Acquisition Corp. II)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 (1) the number of Forward Purchase Units for a purchase price Shares which is the quotient of $10.00 per Forward Purchase Unit(x) the amount of capital committed by the Purchaser and allocated to this Agreement (such amount, or $25,000,000 in the aggregate (the “Forward FPS 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 notified 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 Company as promptly as practicable after the date hereof 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 (the “Allocation Notice”), which amount shall be no more than $40,000,000 (the “Maximum Amount”), and (y) $10.00 (the “Number of Forward Purchase Shares”). Notwithstanding the foregoing, if the Company consummates a third-party investment transaction (a “PIPE”) in accordance with Section 6(a)(viii) and such investment is made in the form of the purchase of securities convertible into the common stock of the Company (the “Convertible PIPE Securities”), the Purchaser shall be entitled, at its election, to purchase such Convertible PIPE Securities on the same terms and price per security as the PIPE for an aggregate purchase price equal to the FPS Purchase Price, with any such purchase reducing its obligation to purchase the Forward Purchase Securities on a dollar-for-dollar basis. The total aggregate purchase price of any Forward Purchase Securities and Convertible PIPE Securities and Convertible PIPE Securities purchased or to be purchased pursuant to the terms of this paragraph is referred to herein as the “Total Forward Purchase”. (ii) The Company shall deliver written notice to the Purchaser as early as practicable, and in any case at least eleven (11) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing, specifying the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account (the “Escrow Account”) of a third-party escrow agent, which shall be the Company’s transfer agent (the “Escrow Agent”), pursuant to a customary escrow agreement between the Company, the Purchaser and the Escrow Agent (the “Escrow Agreement”). The Escrow Agreement shall provide that the Escrow Account and the proceeds thereof are held by and solely for the account of the Purchaser prior to the application of the proceeds thereof in accordance with this Agreement. Two (2) Business Days before the anticipated 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datewritten notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such written notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination, to the extent the terms and conditions herein have been satisfied. For the 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.

Appears in 2 contracts

Samples: Forward Purchase Agreement (M3-Brigade Acquisition III Corp.), Forward Purchase Agreement (M3-Brigade Acquisition III Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to each of the PurchaserPurchasers, and each of the Purchaser Purchasers shall purchase from the Company, 2,500,000 the number of Forward Purchase Units Securities set forth on each Purchaser’s signature page to this Agreement next to the line item “Number of Forward Purchase Securities,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Securities issued and sold hereunder (the “Forward FPS Purchase Price”). . No fractional Forward Purchase Warrants will be issued. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, Warrant sold as part of the Units in the IPO (“Public Warrants”) 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 thirty (30) days after the Business Combination Closing and 12 twelve (12) months from the IPO Closingclosing of the IPO, and will expire at 5:00 p.m., New York City time, five (5) years after the Business Combination Closing or earlier upon redemption or 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 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, specifying the aggregate purchase price for the Forward Purchase Securities (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 and instructions for wiring specified in 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 DateCompany Notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closingPurchaser delivers the FPS Purchase Price to such account, the Forward Closing Company shall return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not occur terminate this Agreement or otherwise relieve either party of any of its obligations hereunder and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price may provide a subsequent Company Notice pursuant to the Purchaserthis Section 1(a)(ii). For the 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.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Dragoneer Growth Opportunities Corp.), Forward Purchase Agreement (Dragoneer Growth Opportunities Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the Forward Purchase Units Shares and the Forward Purchase Warrants for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate 125,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 redemption or 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 Securities by delivering notice to the Purchaser, at least five ten (510) Business Days before the Business Combination Closingfunding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing and instructions for wiring the Forward FPS Purchase Price. The closing Price to an account of the sale of Forward Purchase Units a third-party escrow agent (the “Forward ClosingEscrow Account”) which shall be held on the same date and immediately prior to the Business Combination Closing Company’s transfer agent (such date being referred to as the “Forward Closing DateEscrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least one two (12) Business Day prior to Days before the Forward anticipated date of the Business Combination Closing Datespecified in such notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Austerlitz Acquisition Corp II), Forward Purchase Agreement (Austerlitz Acquisition Corp II)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the number of Forward Purchase Units Shares set forth on the signature page to this Agreement next to the line item “Number of Forward Purchase Shares,” plus the number of Forward Purchase Warrants set forth on the signature page to this Agreement next to the line item “Number of Forward Purchase Warrants,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, Warrant sold as part of the Public Units in the IPO (“Public Warrants”) and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company and Continental American Stock Transfer & Trust Company, LLC, 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 thirty (30) days after the Business Combination Closing and 12 twelve (12) months from the IPO Closingclosing of the IPO, and will expire at 5:00 p.m., New York City time, five (5) years after the Business Combination Closing or earlier upon redemption or 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 Shares and the Forward Purchase Warrants pursuant to Section 1(a)(i) hereof by delivering notice to the Purchaser, at least five ten (510) Business Days before the funding of the FPS Purchase Price to an account specified by the Company, specifying the number of Forward Purchase Shares and Forward Purchase Warrants the Purchaser is required to purchase, the anticipated date of the Business Combination Closing, specifying the aggregate 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 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datenotice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closingPurchaser delivers the FPS Purchase Price to such account, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return to the Forward Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price to the Purchaserplaced in escrow shall not terminate this Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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 YorkYork or Singapore.

Appears in 2 contracts

Samples: Forward Purchase Agreement (SC Health Corp), Forward Purchase Agreement (SC Health Corp)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 up to the number of Forward Purchase Units Securities set forth on the Purchaser’s signature page to this Agreement next to the line item “Maximum Number of Forward Purchase Securities,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Securities issued and sold hereunder (the “Forward FPS Purchase Price”). (ii. The amounts actually sold pursuant to this Section 1(a)(i) Each Forward Purchase Warrant will have shall be determined solely by 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 belowSection 1(a)(iv). For so long as the avoidance of doubt, the Company is not obligated to issue or sell any 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)Securities. 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. (iiiii) The Company shall require the Purchaser to purchase the Forward Purchase Units 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, specifying the number of Forward Purchase Securities being sold by the Company to the Purchaser and each Transferee (as defined in Section 4(e)) pursuant hereto (which will not exceed the number of Forward Purchase Securities that Purchaser has agreed to purchase pursuant to Section 1(a)(i) the aggregate purchase price for the Forward Purchase Securities (the “FPS Purchase Price”) to be purchased by the Purchaser and instructions for wiring the FPS Purchase Price to an account designated by the Company; provided that, if Altimeter Growth Holdings 2 (the “Sponsor”) and/or its affiliates collectively hold 25% or more of the Company’s outstanding shares as of the date on which the Company Notice is delivered to the Purchaser, then the Purchaser may, in its sole discretion, decline to purchase some or all of the Forward Purchase Securities. At least two Business Days before the anticipated date of the Business Combination Closing and instructions for wiring specified in 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 DateCompany Notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closingPurchaser delivers the FPS Purchase Price to such account, the Forward Closing Company shall return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not occur terminate this Agreement or otherwise relieve either party of any of its obligations hereunder and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price may provide a subsequent Company Notice pursuant to the Purchaserthis Section 1(a)(iii). For the 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.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Altimeter Growth Corp. 2), Forward Purchase Agreement (Altimeter Growth Corp. 2)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 Company that number of Forward Purchase Units Shares, up to a maximum of 15,000,000 Forward Purchase Shares (the “Maximum Shares”) plus that number of Forward Purchase Warrants up to a maximum of 7,500,000 Forward Purchase Warrants (the “Maximum Warrants”) in each case as determined as set forth in clause 1(a)(ii), for a purchase price of $10.00 per Forward Purchase Unit, or an aggregate maximum amount of $25,000,000 in the aggregate (the “Forward Purchase Price”)150,000,000. (ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall equal that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company in an aggregate amount equal to the amount of funds necessary for the Company to consummate the Business Combination and pay related fees and expenses, less amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares), any other equity financing source obtained by the Company for such purpose at or prior to the consummation of the Business Combination, and amounts the Purchaser or its affiliates have expended to repurchase Public Warrants in any tender offer, plus any additional amounts mutually agreed by the Company and the Purchaser that may be retained by the post-Business Combination company for working capital or other purposes, but in no event shall the number of Forward Purchase Shares or Forward Purchase Warrants purchased hereunder exceed the Maximum Shares or the Maximum Warrants, respectively. (iii) 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 share of Class A Share Common Stock 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 following 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. (iiiiv) The Company shall require the Purchaser to purchase the Forward Purchase Units Securities by delivering notice to the Purchaser, at least five following the close of business two (52) Business Days before the Business Combination Closing, specifying the number of Forward Purchase Shares and Forward Purchase Warrants the Purchaser is required to purchase, the date of the Business Combination Closing Closing, the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Units Securities (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”). . (v) At least one (1) Business Day prior to the Forward Closing Datedate of the Business Combination Closing, the Purchaser shall deliver to the Company, to be held in escrow until the Forward Closing, the aggregate Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing DateClosing, (A) the aggregate Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units Securities to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the aggregate Forward Purchase Price to the Purchaser. 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.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Pure Acquisition Corp.), Forward Purchase Agreement (Pure Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the number of Forward Purchase Units Shares that is the quotient of (x) the amount of capital committed by 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 $50,000,000, in the Purchaser's sole discretion, and (y) $10.00 (the “Number of Forward Purchase Shares”), for a an aggregate purchase price of $10.00 per multiplied by the Number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS 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 deliver written notice to the PurchaserPurchaser as early as practicable, and in any case at least five eleven (511) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing, specifying the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account (the “Escrow Account”) of a third-party escrow agent, which shall be the Company’s transfer agent (the “Escrow Agent”), pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). Two (2) Business Days before the anticipated 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datewritten notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such written notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination. For the 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.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Aries I Acquisition Corp.), Forward Purchase Agreement (Aries I Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the Forward Purchase Units Securities for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate 20,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO, 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 Agentwarrant agent, in connection with the IPO (the “Warrant Agreement”). Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Ordinary 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 Closingclosing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption or 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 Securities by delivering notice to the Purchaser, at least five ten (510) Business Days before the Business Combination Closingfunding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing and instructions for wiring the Forward FPS Purchase Price. The closing Price to an account of the sale of Forward Purchase Units a third-party escrow agent (the “Forward ClosingEscrow Account”) which shall be held on the same date and immediately prior to the Business Combination Closing Company’s transfer agent (such date being referred to as the “Forward Closing DateEscrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least one two (12) Business Day prior to Days before the Forward anticipated date of the Business Combination Closing Datespecified in such notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Kismet Acquisition One Corp), Forward Purchase Agreement (Kismet Acquisition One Corp)

Forward Purchase Securities. (i) The Company shall issue and sell to each of the PurchaserPurchasers, and each of the Purchaser Purchasers shall purchase from the Company, 2,500,000 the number of Forward Purchase Units Securities set forth on each Purchaser’s signature page to this Agreement next to the line item “Number of Forward Purchase Securities,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Securities issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, Warrant sold as part of the Units in the IPO (“Public Warrants”) 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 thirty (30) days after the Business Combination Closing and 12 twelve (12) months from the IPO Closingclosing of the IPO, and will expire at 5:00 p.m., New York City time, five (5) years after the Business Combination Closing or earlier upon redemption or 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 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, specifying the aggregate purchase price for the Forward Purchase Securities (the “FPS Purchase Price”) and instructions for wiring the FPS Purchase Price to an account designated by the Company (the “FPS Purchase Price Account”). At least two (2) Business Days before the anticipated date of the Business Combination Closing and instructions for wiring specified in 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 DateCompany Notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the CompanyFPS Purchase Price Account, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserFPS Purchase Price 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 the 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, State of New York.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Empower Ltd.), Forward Purchase Agreement (Empower Ltd.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 up to the number of Forward Purchase Units Securities set forth on the Purchaser’s signature page to this Agreement next to the line item “Maximum Number of Forward Purchase Securities,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Securities issued and sold hereunder (the “Forward FPS Purchase Price”). The amounts actually sold pursuant to this Section 1(a)(i) shall be determined solely by the Company. For the avoidance of doubt, the Company is not obligated to issue or sell any Forward Purchase Securities. (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 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, specifying the number of Forward Purchase Securities being sold by the Company to the Purchaser and each Transferee (as defined in Section 4(d)) pursuant hereto (which will not exceed the number of Forward Purchase Securities that Purchaser has agreed to purchase pursuant to Section 1(a)(i)), the aggregate purchase price for the Forward Purchase Securities (the “FPS Purchase Price”) to be purchased by the Purchaser 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 and instructions for wiring specified in 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 DateCompany Notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closingPurchaser delivers the FPS Purchase Price to such account, the Forward Closing Company shall return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not occur terminate this Agreement or otherwise relieve either party of any of its obligations hereunder and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price may provide a subsequent Company Notice pursuant to the Purchaserthis Section 1(a)(ii). For the 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.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Dragoneer Growth Opportunities Corp. III), Forward Purchase Agreement (Dragoneer Growth Opportunities Corp. II)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the Forward Purchase Units Shares and the Forward Purchase Warrants for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate 50,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 thirty (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 redemption or 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 Securities by delivering notice to the Purchaser, at least five ten (510) Business Days before the Business Combination Closingfunding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing and instructions for wiring the Forward FPS Purchase Price. The closing Price to an account of the sale of Forward Purchase Units a third-party escrow agent (the “Forward ClosingEscrow Account”) which shall be held on the same date and immediately prior to the Business Combination Closing Company’s transfer agent (such date being referred to as the “Forward Closing DateEscrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least one two (12) Business Day prior to Days before the Forward anticipated date of the Business Combination Closing Datespecified in such notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price. For the 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.

Appears in 2 contracts

Samples: Forward Purchase Agreement (G Squared Ascend II, Inc.), Forward Purchase Agreement (G Squared Ascend II, Inc.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 up to a maximum of 3,000,000 Forward Purchase Units for Securities (the “Maximum Units”) at a purchase price of $10.00 per Forward Purchase UnitSecurity, or up to a maximum aggregate purchase price of $25,000,000 in the aggregate 30,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement Warrantthe Company’s private placement warrants, purchased by the Xxxxxx Entity and Purchaser in a private placement occurring simultaneously with the closing of the IPO, 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 number of Forward Purchase Securities to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows: (1) As soon as reasonably practicable, but in no event less than ten (10) Business Days prior to the Company’s entry into a definitive agreement for the Business Combination (the “Business Combination Agreement”), the Company shall require provide the Purchaser with notice (the “Initial Company Notice”) that it desires the Purchaser to purchase the Maximum Units pursuant to this Agreement in connection with the Business Combination Closing. Following delivery of the Initial Company Notice, the Company shall provide the Purchaser with such other information as the Purchaser (or any applicable Transferee pursuant to Section 4(b) hereof) may reasonably request so that the Purchaser (or such Transferee) may seek the approval of its investment committee to consummate the purchase of the Forward Purchase Units by delivering notice to the Purchaser, at least Securities hereunder. (2) Within five (5) Business Days after receipt of the Initial Company Notice, the Purchaser shall provide the Company with notice (the “Initial Purchaser Notice”) of the decision of its investment committee as to the number of Forward Purchase Securities it wishes to purchase pursuant to this Agreement, if any, which shall not exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Securities, subject to the terms and conditions of this Agreement. (3) At least two (2) Business Days before the Business Combination Closing, specifying the Company shall provide the Purchaser with an updated notice (the “Final Company Notice”) including: a. its determination, based on the actual number of Public Shares (as defined below) validly submitted for redemption or other changes in the cash requirements, of the number of Forward Purchase Securities that it desires the Purchaser to purchase pursuant to this Agreement; b. the anticipated date of the Business Combination Closing and Closing; and c. instructions for wiring the FPS Purchase Price. (4) At least one (1) Business Day before the Business Combination Closing, the Purchaser shall provide the Company with an updated notice (the “Final Purchaser Notice”) of the number of Forward Purchase Price. Securities it will be obligated to purchase pursuant to this Agreement, with no further notification or confirmation necessary from the Company, which number (x) shall not be less than the lesser of (A) the number of Forward Purchase Securities that the Purchaser was obligated to purchase pursuant to Section 1(a)(iii)(2) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Securities that the Company desires the Purchaser to purchase as specified in the Final Company Notice and (y) may be, at the option of the Purchaser, up to the Maximum Units. (iv) In the event that any Business Combination Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed pursuant to clause (iii) above to determine the number of Forward Purchase Securities to be purchased by the Purchaser in connection with such Business Combination Agreement shall be disregarded and the provisions of clause (iii) above must be separately completed for each Business Combination Agreement entered into by the Company. (v) The closing of the sale of Forward Purchase Units Securities (the “Forward Closing”) shall be held on the same date and immediately prior to concurrently with 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 escrow until Company the Forward Closing, the Forward FPS Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such noticethe Final Company Notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (Ai) the Forward FPS Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (Bii) upon such release, the Company shall issue the Forward Purchase Units Securities to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on within five (5) Business Days of the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the Purchaser. 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.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Bluescape Opportunities Acquisition Corp.), Forward Purchase Agreement (Bluescape Opportunities Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 (1) the number of Forward Purchase Units Shares which 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 as promptly as practicable after the date hereof 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 (the “Allocation Notice”), which amount shall be no more than $200,000,000, 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) 3/16, the “Number of Forward Purchase Warrants,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued and, upon issuance, the Number of Forward Purchase Warrants shall be rounded down to the nearest whole number of Warrants. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (the “Public Warrants”), 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, 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 redemption or 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 deliver written notice to the PurchaserPurchaser as early as practicable, and in any case at least five eleven (511) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing, specifying the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account (the “Escrow Account”) of a third-party escrow agent, which shall be the Company’s transfer agent (the “Escrow Agent”), pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). Two (2) Business Days before the anticipated 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datewritten notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such written notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination. For the 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.

Appears in 2 contracts

Samples: Forward Purchase Agreement (CC Neuberger Principal Holdings II), Forward Purchase Agreement (CC Neuberger Principal Holdings II)

Forward Purchase Securities. (i) The Company At Purchasers’ election, the Purchasers shall collectively purchase from HighPeak Energy, and HighPeak Energy shall issue and sell to the PurchaserPurchasers, and the Purchaser shall purchase from the Company, 2,500,000 an aggregate of up to 15,000,000 units of Forward Purchase Units Securities (“Forward Purchase Units”), with each Forward Purchase Unit consisting of one Forward Purchase Share and one-half of one whole Forward Purchase Warrant, for a purchase price of $10.00 per Forward Purchase Unit, or an aggregate maximum amount of $25,000,000 in 150,000,000 (the aggregate (purchase price for the actual number of Forward Purchase Units so purchased, the “Forward Purchase Price”), in such amounts as the Purchasers may designate on Exhibit A hereto in connection with their election, but in any event subject to clause 1(a)(ii). (ii) The number of Forward Purchase Units to be issued and sold by HighPeak Energy and purchased by the Purchasers hereunder shall not exceed the lesser of (A) that number which, after payment of the aggregate Forward Purchase Price by the Purchasers, will result in gross proceeds to HighPeak Energy in an aggregate amount equal to the amount of funds necessary for HighPeak Energy and Pure to consummate the Business Combination and pay related fees and expenses, less amounts available to Pure from the trust account established for the benefit of the holders of the Public Shares in the IPO (the “Trust Account”) (after giving effect to any redemptions of Public Shares), any other equity financing source obtained by Pure for such purpose at or prior to the consummation of the Business Combination, and amounts the Purchasers or their affiliates have expended to repurchase Public Warrants in any tender offer, plus any additional amounts mutually agreed by Pure and the Purchasers that may be retained by HighPeak Energy for working capital or other purposes and (B) 15,000,000 Forward Purchase Units. (iii) Each Forward Purchase Warrant will have the same terms as each the Private Placement WarrantWarrants, and will be subject to the terms and conditions of the Warrant Agreement to be entered into Agreement, dated as of April 12, 2018, by and between the Company Pure and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement” and assigned by Pure to HighPeak Energy and amended in connection with the Business Combination Closing). Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share share of HighPeak Energy Common Stock 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 CompanyHighPeak Energy, 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 Purchasers or its Permitted their 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 Purchasers or its Permitted their Transferees, the Forward Purchase Warrants will have the same terms as the Public Warrants, as set forth in the Warrant Agreement. (iiiiv) The Company HighPeak Energy shall require deliver a notice (the Purchaser to purchase the Forward Purchase Units by delivering notice “Closing Notice”) to the PurchaserPurchasers (which such Closing Notice shall be deemed to have been delivered to the Purchasers if delivered to HPEP I pursuant to the terms of the Original Agreement), at least five following the close of business two (52) Business Days before the Business Combination Closing, specifying the date of the Business Combination Closing and instructions for wiring the Forward Purchase Price. If the Purchasers previously delivered a completed Exhibit A to HighPeak Energy prior to the time at which HighPeak Energy is required to deliver the Closing Notice, then HighPeak Energy shall also include a copy of the completed Exhibit A along with the Closing Notice. If the Purchasers did not previously deliver a completed Exhibit A to HighPeak Energy prior to the time at which HighPeak Energy is required to deliver the Closing Notice, then no later than one (1) Business Day before the Business Combination Closing date as specified in the Closing Notice, the Purchasers shall deliver a completed Exhibit A to HighPeak Energy, specifying the number of Forward Purchase Units each Purchaser elects to purchase pursuant to the terms of this Agreement. 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 . (1v) Business Day On or before the Forward Closing, but in any event prior to or simultaneous with the Forward Closing DateBusiness Combination Closing, the Purchaser Purchasers shall deliver to the CompanyHighPeak Energy, to be held in escrow until the Forward Closing, the aggregate Forward Purchase Price for the Forward Purchase Securities Units to be purchased by wire transfer of U.S. dollars in immediately available funds to the account specified by HighPeak Energy in the Company in such noticeClosing Notice. Immediately prior to the Forward Closing on the Forward Closing DateClosing, (A) the aggregate Forward Purchase Price shall be released from escrow automatically and without further action by the Company HighPeak Energy or the PurchaserPurchasers, and (B) upon such release, the Company HighPeak Energy shall issue the number the Forward Purchase Units so purchased to the Purchaser Purchasers in the amounts designated by the Purchasers on Exhibit A in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser Purchasers (or its nominee their respective nominees in accordance with its their respective delivery instructions), or to a custodian designated by the PurchaserPurchasers, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the aggregate Forward Purchase Price to the PurchaserPurchasers, as applicable. 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.

Appears in 2 contracts

Samples: Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (HighPeak Energy, Inc.)

Forward Purchase Securities. (i) The Company HighPeak Energy shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall collectively purchase from the CompanyHighPeak Energy, 2,500,000 that number of Forward Purchase Units for Shares, up to a purchase price maximum of $10.00 per 15,000,000 Forward Purchase Unit, or $25,000,000 in the aggregate Shares (the “Maximum Shares”) plus that number of Forward Purchase PriceWarrants up to a maximum of 5,000,000 Forward Purchase Warrants (the “Maximum Warrants”), in each case as determined as set forth in clause 1(a)(ii), for an aggregate maximum amount of $150,000,000, in such amounts as designated by the Purchasers as set forth on Exhibit A hereto. (ii) The number of Forward Purchase Securities to be issued and sold by HighPeak Energy and purchased by the Purchasers hereunder shall equal that number which, after payment of the aggregate Forward Purchase Price by the Purchasers, will result in gross proceeds to HighPeak Energy in an aggregate amount equal to the amount of funds necessary for HighPeak Energy and Pure to consummate the Business Combination and pay related fees and expenses, less amounts available to Pure from the trust account established for the benefit of the holders of the Public Shares in the IPO (the “Trust Account”) (after giving effect to any redemptions of Public Shares), any other equity financing source obtained by Pure for such purpose at or prior to the consummation of the Business Combination, and amounts the Purchasers or their affiliates have expended to repurchase Public Warrants in any tender offer, plus any additional amounts mutually agreed by Pure and the Purchasers that may be retained by HighPeak Energy for working capital or other purposes, but in no event shall the number of Forward Purchase Shares or Forward Purchase Warrants purchased hereunder exceed the Maximum Shares or the Maximum Warrants, respectively. (iii) Each Forward Purchase Warrant will have the same terms as each the Private Placement WarrantWarrants, and will be subject to the terms and conditions of the Warrant Agreement to be entered into Agreement, dated as of April 12, 2018, by and between the Company Pure and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement” and assigned by Pure to HighPeak Energy and amended in connection with the Business Combination Closing). Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share share of HighPeak Energy Common Stock 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 CompanyHighPeak Energy, 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 Purchasers or its Permitted their 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 Purchasers or its Permitted their Transferees, the Forward Purchase Warrants will have the same terms as the Public Warrants, as set forth in the Warrant Agreement. (iiiiv) The Company HighPeak Energy shall require the Purchaser Purchasers to purchase the Forward Purchase Units Securities by delivering notice to the PurchaserPurchasers (which such notice shall be deemed to have been delivered to the Purchasers if delivered to HPEP I pursuant to the terms of the Original Agreement), at least five following the close of business two (52) Business Days before the Business Combination Closing, specifying the number of Forward Purchase Shares and Forward Purchase Warrants the Purchasers are required to purchase, the date of the Business Combination Closing Closing, the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Units Securities (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 . (1v) Business Day On or before the Forward Closing, but in any event prior to or simultaneous with the Forward Closing DateBusiness Combination Closing, the Purchaser Purchasers shall deliver to the CompanyHighPeak Energy, to be held in escrow until the Forward Closing, the aggregate Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company HighPeak Energy in such notice. Immediately prior to the Forward Closing on the Forward Closing DateClosing, (A) the aggregate Forward Purchase Price shall be released from escrow automatically and without further action by the Company HighPeak Energy or the PurchaserPurchasers, and (B) upon such release, the Company HighPeak Energy shall issue the Forward Purchase Units Securities to the Purchaser Purchasers in the amounts designated by the Purchasers in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser Purchasers (or its nominee in accordance with its delivery instructions), or to a custodian designated by the PurchaserPurchasers, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the aggregate Forward Purchase Price to the PurchaserPurchasers, as applicable. 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.

Appears in 2 contracts

Samples: Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (HighPeak Energy, Inc.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 (1) the number of Forward Purchase Units Shares which 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 as promptly as practicable after the date hereof 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 (the “Allocation Notice”), which amount shall be no more than $200,000,000, 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) 3/20, the “Number of Forward Purchase Warrants,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued and, upon issuance, the Number of Forward Purchase Warrants shall be rounded down to the nearest whole number of Warrants. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (the “Public Warrants”), 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, 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 redemption or 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 deliver written notice to the PurchaserPurchaser as early as practicable, and in any case at least five eleven (511) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing, specifying the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account (the “Escrow Account”) of a third-party escrow agent, which shall be the Company’s transfer agent (the “Escrow Agent”), pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). Two (2) Business Days before the anticipated 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datewritten notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such written notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination. For the 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.

Appears in 2 contracts

Samples: Forward Purchase Agreement (CC Neuberger Principal Holdings III), Forward Purchase Agreement (CC Neuberger Principal Holdings III)

Forward Purchase Securities. (i) The Company At Purchasers’ election, the Purchasers shall collectively purchase from HighPeak Energy, and HighPeak Energy shall issue and sell to the PurchaserPurchasers, and the Purchaser shall purchase from the Company, 2,500,000 an aggregate of up to 15,000,000 units of Forward Purchase Units Securities (“Forward Purchase Units”), with each Forward Purchase Unit consisting of one Forward Purchase Share and one-third of one whole Forward Purchase Warrant, for a purchase price of $10.00 per Forward Purchase Unit, or an aggregate maximum amount of $25,000,000 in 150,000,000 (the aggregate (purchase price for the actual number of Forward Purchase Units so purchased, the “Forward Purchase Price”), in such amounts as the Purchasers may designate on Exhibit A hereto in connection with their election, but in any event subject to clause 1(a)(ii). (ii) The number of Forward Purchase Units to be issued and sold by HighPeak Energy and purchased by the Purchasers hereunder shall not exceed the lesser of (A) that number which, after payment of the aggregate Forward Purchase Price by the Purchasers, will result in gross proceeds to HighPeak Energy in an aggregate amount equal to the amount of funds necessary for HighPeak Energy and Pure to consummate the Business Combination and pay related fees and expenses, less amounts available to Pure from the trust account established for the benefit of the holders of the Public Shares in the IPO (the “Trust Account”) (after giving effect to any redemptions of Public Shares), any other equity financing source obtained by Pure for such purpose at or prior to the consummation of the Business Combination, and amounts the Purchasers or their affiliates have expended to repurchase Public Warrants in any tender offer, plus any additional amounts mutually agreed by Pure and the Purchasers that may be retained by HighPeak Energy for working capital or other purposes and (B) 15,000,000 Forward Purchase Units. (iii) Each Forward Purchase Warrant will have the same terms as each the Private Placement WarrantWarrants, and will be subject to the terms and conditions of the Warrant Agreement to be entered into Agreement, dated as of April 12, 2018, by and between the Company Pure and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement” and assigned by Pure to HighPeak Energy and amended in connection with the Business Combination Closing). Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share share of HighPeak Energy Common Stock 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 CompanyHighPeak Energy, 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 Purchasers or its Permitted their 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 Purchasers or its Permitted their Transferees, the Forward Purchase Warrants will have the same terms as the Public Warrants, as set forth in the Warrant Agreement. (iiiiv) The Company HighPeak Energy shall require deliver a notice (the Purchaser to purchase the Forward Purchase Units by delivering notice “Closing Notice”) to the PurchaserPurchasers (which such Closing Notice shall be deemed to have been delivered to the Purchasers if delivered to HPEP I pursuant to the terms of the Original Agreement), at least five following the close of business two (52) Business Days before the Business Combination Closing, specifying the date of the Business Combination Closing and instructions for wiring the Forward Purchase Price. If the Purchasers previously delivered a completed Exhibit A to HighPeak Energy prior to the time at which HighPeak Energy is required to deliver the Closing Notice, then HighPeak Energy shall also include a copy of the completed Exhibit A along with the Closing Notice. If the Purchasers did not previously deliver a completed Exhibit A to HighPeak Energy prior to the time at which HighPeak Energy is required to deliver the Closing Notice, then no later than one (1) Business Day before the Business Combination Closing date as specified in the Closing Notice, the Purchasers shall deliver a completed Exhibit A to HighPeak Energy, specifying the number of Forward Purchase Units each Purchaser elects to purchase pursuant to the terms of this Agreement. 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 . (1v) Business Day On or before the Forward Closing, but in any event prior to or simultaneous with the Forward Closing DateBusiness Combination Closing, the Purchaser Purchasers shall deliver to the CompanyHighPeak Energy, to be held in escrow until the Forward Closing, the aggregate Forward Purchase Price for the Forward Purchase Securities Units to be purchased by wire transfer of U.S. dollars in immediately available funds to the account specified by HighPeak Energy in the Company in such noticeClosing Notice. Immediately prior to the Forward Closing on the Forward Closing DateClosing, (A) the aggregate Forward Purchase Price shall be released from escrow automatically and without further action by the Company HighPeak Energy or the PurchaserPurchasers, and (B) upon such release, the Company HighPeak Energy shall issue the number the Forward Purchase Units so purchased to the Purchaser Purchasers in the amounts designated by the Purchasers on Exhibit A in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser Purchasers (or its nominee their respective nominees in accordance with its their respective delivery instructions), or to a custodian designated by the PurchaserPurchasers, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the aggregate Forward Purchase Price to the PurchaserPurchasers, as applicable. 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.

Appears in 2 contracts

Samples: Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (HighPeak Energy, Inc.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the number of Forward Purchase Units Shares set forth on the signature page to this Agreement next to the line item “Number of Forward Purchase Shares,” plus the number of Forward Purchase Warrants set forth on the signature page to this Agreement next to the line item “Number of Forward Purchase Warrants,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, Warrant sold as part of the Public Units in the IPO (“Public Warrants”) 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 thirty (30) days after the Business Combination Closing and 12 twelve (12) months from the IPO Closingclosing of the IPO, and will expire at 5:00 p.m., New York City time, five (5) years after the Business Combination Closing or earlier upon redemption or 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 Shares and the Forward Purchase Warrants pursuant to Section 1(a)(i) hereof by delivering notice to the Purchaser, at least five ten (510) Business Days before the funding of the FPS Purchase Price to the Escrow Account (as defined below), specifying the number of Forward Purchase Shares and Forward Purchase Warrants the Purchaser is required to purchase, the anticipated date of the Business Combination Closing, specifying the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account of a third-party escrow agent (the “Escrow Account”) which shall be the Company’s transfer agent (the “Escrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least two (2) Business Days before the anticipated 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datenotice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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, or Hong Kong.

Appears in 1 contract

Samples: Forward Purchase Agreement (New Frontier Corp)

Forward Purchase Securities. (i) The Company Pursuant to the terms and subject to the conditions of this Agreement, PubCo shall issue and sell to the Purchaser, and the Purchaser shall purchase from PubCo, the Company, 2,500,000 PubCo Forward Purchase Units Securities for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate (the “Forward FPS Purchase Price”). (ii) Each PubCo Forward Purchase Warrant Warrant, if any, will have the same terms as each Private Placement Warrant, warrant of the Company sold as part of the units in the IPO (which themselves are to be converted into and become warrants of PubCo with effect on and from the closing of Initial Merger (as defined under the Business Combination Agreement) (the “Public Warrants”) and will be subject to the terms and conditions of the Warrant Agreement to be entered into Agreement, dated September 30, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent (the “Warrant Agent”), in connection with the IPO to be amended pursuant to the Assignment, Assumption and Amendment Agreement to be entered into by and between the Company, PubCo and the Warrant Agent pursuant to the Business Combination Agreement (the “Warrant Agreement”). Each PubCo Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share ordinary share of PubCo (“PubCo 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 PubCo Forward Purchase Warrants will become exercisable on the later of 30 thirty (30) days after the Acquisition Closing (as defined in the Business Combination Closing Agreement, the “Acquisition Closing”) and 12 months from the IPO ClosingOctober 5, 2021, and will expire at 5:00 p.m., New York City time, five (5) years after the Business Combination Acquisition Closing or earlier upon redemption or the liquidation of the CompanyPubCo, as described in the Warrant Agreement. The , and only whole PubCo 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 Agreementexercisable. (iii) The Company PubCo shall require deliver a written notice (the Purchaser to purchase the Forward Purchase Units by delivering notice “PubCo Notice”) to the Purchaser, at least five (5) Business Days before the Business Combination anticipated date of the Acquisition Closing, specifying the anticipated date of the Business Combination Acquisition Closing and instructions for wiring the Forward FPS Purchase Price. The closing of the sale of Forward Purchase Units Price to an account designated by PubCo. (the “Forward Closing”iv) 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 PubCo on or before three (3) Business Days prior to the Company, to be held anticipated date of the Acquisition Closing specified in escrow until the Forward Closing, PubCo Notice the Forward FPS Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by PubCo in the Company in such notice. Immediately prior PubCo Notice, to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action held by the Company or escrow agent until the Purchaser, and Acquisition Closing. (Bv) upon such release, For the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser. For purposes of this Agreement, “Business Day” means any day, other than a Saturday Saturday, Sunday or a Sunday, that is neither a legal holiday nor a other day on which banking institutions commercial banks in New York, New York, the Cayman Islands or Singapore are generally authorized or required by law or regulation to close in the City of New York, New Yorkclose.

Appears in 1 contract

Samples: Forward Purchase Agreement

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 5,000,000 Class A Shares (the “Forward Purchase Units Shares”), plus 1,666,6662⁄3 warrants (the “Forward Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”), in each case determined as set forth in clause 1(a)(ii), for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate unit (the “Forward Purchase Price”) of one Forward Purchase Share and one-third of one Forward Purchase Warrant (each, a “Forward Purchase Unit”), or $50,000,000 in the aggregate Notwithstanding anything to the contrary contained herein, to the extent the Company obtains alternative financing to fund the Business Combination in substitution or replacement of the commitment(s) to purchase Forward Purchase Units hereunder (“Alternative Financing”), the aggregate commitments hereunder shall be reduced by the amount of the Alternative Financing. (ii) The Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder will, if the conditions set forth herein are satisfied, result in gross proceeds to the Company in an aggregate amount equal to the amount of funds necessary for the Company to consummate the initial Business Combination and pay related fees and expenses, less amounts available to the Company from the Trust Account (after payment of the deferred underwriting discount and after giving effect to any redemptions of Public Shares), plus any additional amounts that may be retained by the post-Business Combination company for working capital or other purposes. (iii) 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. Each Forward Purchase Share will have the same terms as each Public Share, except as provided herein. (iiiiv) The Company shall require the Purchaser to purchase the Forward Purchase Units Securities by delivering notice to the Purchaser, at least five (5) Business Days before the Business Combination Closing, specifying the number of Forward Purchase Shares and Forward Purchase Warrants the Purchaser is required to purchase, the date of the Business Combination Closing Closing, the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Units Securities (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 escrow until the Forward Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units Securities to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser. 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Crescent Acquisition Corp)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, that number of Forward Purchase Shares, up to a maximum of 2,500,000 Forward Purchase Units Shares (the “Maximum Shares”), plus three-fourths of one Forward Purchase Warrants for each Forward Purchase Share so issued and sold, up to a purchase price maximum of 1,875,000 Forward Purchase Warrants (the “Maximum Warrants”), in each case as determined as set forth in clause 1(a)(ii), for $10.00 per Forward Purchase UnitShare, or an aggregate maximum amount of $25,000,000 in the aggregate (the “Forward Purchase Price”)25,000,000. (ii) The number of Forward Purchase Securities to be issued and sold by the Company and purchased by the Purchaser hereunder shall equal that number, if any, which is specified in the Closing Notice (as defined below); provided that in no event shall the number of Forward Purchase Shares or Forward Purchase Warrants purchased hereunder exceed the Maximum Shares or the Maximum Warrants, respectively. (iii) Each Forward Purchase Warrant will have the same terms as each Private Placement Public 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 share of Common Stock 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 following the IPO Closing, and will expire five years after the Business Combination Closing or earlier upon the redemption or 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. (iiiiv) The Company shall require the Purchaser to purchase the number of Forward Purchase Units Securities provided pursuant to Section 1(a)(ii) by delivering notice to the PurchaserPurchaser (the “Closing Notice”), at least five two (52) Business Days before the Business Combination Closing, specifying the number of Forward Purchase Shares and Forward Purchase Warrants (which shall equal 75% of the number of Forward Purchase Shares) the Purchaser is required to purchase, the date of the Business Combination Closing Closing, the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Units Securities (the “Forward Closing”) shall be held on the same date and immediately prior to the Business Combination Closing (such date and time being referred to as the “Forward Closing Date”). . (v) At least one (1) Business Day prior to the Forward Closing Datescheduled date of the Business Combination Closing, the Purchaser shall deliver to the Company, to be held in escrow until the Forward Closing, the aggregate Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser. 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

Appears in 1 contract

Samples: Forward Purchase Agreement (VectoIQ Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to each of the PurchaserPurchasers, and each of the Purchaser Purchasers shall purchase from the Company, 2,500,000 the number of Forward Purchase Units Securities set forth on each Purchaser’s signature page to this Agreement next to the line item “Number of Forward Purchase Securities,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Securities issued and sold hereunder (the “Forward FPS Purchase Price”). . No fractional Forward Purchase Warrants will be issued. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, Warrant sold as part of the Units in the IPO (“Public Warrants”) 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 thirty (30) days after the Business Combination Closing and 12 twelve (12) months from the IPO Closingclosing of the IPO, and will expire at 5:00 p.m., New York City time, five (5) years after the Business Combination Closing or earlier upon redemption or 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 Purchasers to purchase the Forward Purchase Units Securities pursuant to Section 1(a)(i) hereof by delivering notice (the “Company Notice”) to the PurchaserPurchasers, 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, specifying the aggregate purchase price for the Forward Purchase Securities (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 and instructions for wiring specified in 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 DateCompany Notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closingPurchasers deliver the FPS Purchase Price to such account, the Forward Closing Company shall return to the Purchasers the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not occur terminate this Agreement or otherwise relieve either party of any of its obligations hereunder and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price may provide a subsequent Company Notice pursuant to the Purchaserthis Section 1(a)(ii). For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Dragoneer Growth Opportunities Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 up to a maximum of (1) ______ Forward Purchase Units Securities (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 Securities as determined by clause (1) and (y) 1/4 (the “Number of Forward Purchase Warrants”) for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Securities issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued and, upon issuance, the Number of Forward Purchase Warrants shall be rounded down to the nearest whole number of Warrant. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (the “Public Warrants”), 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 adjustment, as described in the Warrant Agreement, 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 Partnering Transaction Closing, and will expire five years after the Business Combination Partnering Transaction Closing or earlier upon redemption or 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 number of Forward Purchase Securities to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows: (1) As soon as reasonably practicable, but in no event less than ten (10) Business Days prior to the Company’s entry into a definitive agreement for the Partnering Transaction (the “Partnering Transaction Agreement”), the Company shall require provide the Purchaser with notice (the “Initial Company Notice”) that it desires the Purchaser to purchase all or a portion of the Maximum Securities pursuant to this Agreement in connection with the Partnering Transaction Closing. Following delivery of the Initial Company Notice, the Company shall provide the Purchaser with such other information as the Purchaser (or any applicable Transferee pursuant to Section ‎4(a) hereof) may reasonably request so that the Purchaser (or such Transferee) may consider, and then subsequently seek the approval of its investment committee to consummate, the purchase of the Forward Purchase Units by delivering notice to the Purchaser, at least Securities hereunder. (2) Within five (5) Business Days after receipt of the Initial Company Notice, the Purchaser shall provide the Company with notice (the “Initial Purchaser Notice”) of the decision of its investment committee as to the number of Forward Purchase Securities it wishes to purchase pursuant to this Agreement, if any, which shall not exceed the Maximum Securities, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Securities, subject to the terms and conditions of this Agreement. The Company acknowledges and agrees that any determination by Purchaser to purchase Forward Purchase Securities shall be made at the sole discretion of its investment committee and that Purchaser’s investment committee may elect in its sole discretion not to purchase any Forward Purchase Securities. (3) At least two (2) Business Days before the Business Combination Partnering Transaction Closing, specifying the Company shall provide the Purchaser with an updated notice (the “Final Company Notice”) including: a. its determination, based on the actual number of Public Securities (as defined below) validly submitted for redemption or other changes in the cash requirements, of the number of Forward Purchase Securities (which shall not exceed the number of shares indicated in the Initial Purchaser Notice) that it desires the Purchaser to purchase pursuant to this Agreement; b. the anticipated date of the Business Combination Closing and Partnering Transaction Closing; and c. instructions for wiring the FPS Purchase Price. (4) At least one (1) Business Day before the Partnering Transaction Closing, the Purchaser shall provide the Company with an updated notice (the “Final Purchaser Notice”) of the number of Forward Purchase Price. Securities it will be obligated to purchase pursuant to this Agreement, with no further notification or confirmation necessary from the Company, which number shall not be (i) greater than the aggregate number of Forward Purchase Securities that the Company desires such Purchaser to purchase as specified in the Final Company Notice and (ii) less than the lesser of (A) the number of Forward Purchase Securities that the Purchaser was obligated to purchase pursuant to Section ‎1(a)(iii)(2) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Securities that the Company desires the Purchaser to purchase as specified in the Final Company Notice. (iv) In the event that any Partnering Transaction Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed pursuant to clause ‎(ii) above to determine the number of Forward Purchase Securities to be purchased by the Purchaser in connection with such Partnering Transaction Agreement shall be disregarded and the provisions of clause ‎(ii) above must be separately completed for each Partnering Transaction Agreement entered into by the Company. (v) The closing of the sale of Forward Purchase Units Securities (the “Forward Closing”) shall be held on the same date and immediately prior to concurrently with the Business Combination Partnering Transaction 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 escrow until Company the Forward Closing, the Forward FPS Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such noticethe Final Company Notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (Ai) the Forward FPS Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (Bii) upon such release, the Company shall issue the Forward Purchase Units Securities to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Partnering Transaction Closing does not occur on within five (5) Business Days of the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the Purchaser. 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Corsair Partnering Corp)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 5,000,000 Class A Shares (the “Forward Purchase Units Shares”), plus 1,666,6662/3 warrants (the “Forward Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”), in each case determined as set forth in clause 1(a)(ii), for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate unit (the “Forward Purchase Price”) of one Forward Purchase Share and one-third of one Forward Purchase Warrant (each, a “Forward Purchase Unit”), or $50,000,000 in the aggregate Notwithstanding anything to the contrary contained herein, to the extent the Company obtains alternative financing to fund the Business Combination in substitution or replacement of the commitment(s) to purchase Forward Purchase Units hereunder (“Alternative Financing”), the aggregate commitments hereunder shall be reduced by the amount of the Alternative Financing. (ii) The Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder will, if the conditions set forth herein are satisfied, result in gross proceeds to the Company in an aggregate amount equal to the amount of funds necessary for the Company to consummate the initial Business Combination and pay related fees and expenses, less amounts available to the Company from the Trust Account (after payment of the deferred underwriting discount and after giving effect to any redemptions of Public Shares), plus any additional amounts that may be retained by the post-Business Combination company for working capital or other purposes. (iii) 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 on March 7, 2019 (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. Each Forward Purchase Share will have the same terms as each Public Share, except as provided herein. (iiiiv) The Company shall require the Purchaser to purchase the Forward Purchase Units Securities by delivering notice to the Purchaser, at least five (5) Business Days before the Business Combination Closing, specifying the number of Forward Purchase Shares and Forward Purchase Warrants the Purchaser is required to purchase, the date of the Business Combination Closing Closing, the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Units Securities (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 escrow until the Forward Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser. 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.to

Appears in 1 contract

Samples: Forward Purchase Agreement (Crescent Acquisition Corp)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 up to the number of Forward Purchase Units Securities set forth on the Purchaser’s signature page to this Agreement next to the line item “Maximum Number of Forward Purchase Securities,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Securities issued and sold hereunder (the “Forward FPS Purchase Price”). The amounts actually sold pursuant to this Section 1(a)(i) shall be determined solely by the Company, subject to Section 1(a)(iv). For the avoidance of doubt, the Company is not obligated to issue or sell any Forward Purchase Securities. (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 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, specifying the number of Forward Purchase Securities being sold by the Company to the Purchaser and each Transferee (as defined in Section 4(e)) pursuant hereto (which will not exceed the number of Forward Purchase Securities that Purchaser has agreed to purchase pursuant to Section 1(a)(i) the aggregate purchase price for the Forward Purchase Securities (the “FPS Purchase Price”) to be purchased by the Purchaser and instructions for wiring the FPS Purchase Price to an account designated by the Company; provided that, if Altimeter Growth Holdings 2 (the “Sponsor”) and/or its affiliates collectively hold 25% or more of the Company’s outstanding shares as of the date on which the Company Notice is delivered to the Purchaser, then the Purchaser may, in its sole discretion, decline to purchase some or all of the Forward Purchase Securities. At least two Business Days before the anticipated date of the Business Combination Closing and instructions for wiring specified in 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 DateCompany Notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closingPurchaser delivers the FPS Purchase Price to such account, the Forward Closing Company shall return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not occur terminate this Agreement or otherwise relieve either party of any of its obligations hereunder and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price may provide a subsequent Company Notice pursuant to the Purchaserthis Section 1(a)(iii). For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Altimeter Growth Corp. 2)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the number of Forward Purchase Units Securities set forth on the Purchaser’s signature page to this Agreement next to the line item “Number of Forward Purchase Securities,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Securities issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, Warrant sold as part of the Units in the IPO (“Public Warrants”) 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 thirty (30) days after the Business Combination Closing and 12 twelve (12) months from the IPO Closingclosing of the IPO, and will expire at 5:00 p.m., New York City time, five (5) years after the Business Combination Closing or earlier upon redemption or 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 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, specifying the aggregate purchase price for the Forward Purchase Securities (the “FPS Purchase Price”) and instructions for wiring the FPS Purchase Price to an account designated by the Company (the “FPS Purchase Price Account”). At least two (2) Business Days before the anticipated date of the Business Combination Closing and instructions for wiring specified in 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 DateCompany Notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the CompanyFPS Purchase Price Account, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserFPS Purchase Price 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 the 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, State of New York.

Appears in 1 contract

Samples: Forward Purchase Agreement (Empower Ltd.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the number of Forward Purchase Units Shares set forth on the signature page to this Agreement next to the line item “Number of Forward Purchase Shares,” plus the number of Forward Purchase Warrants set forth on the signature page to this Agreement next to the line item “Number of Forward Purchase Warrants,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, Warrant sold as part of the Public Units in the IPO (“Public Warrants”) (except that the Forward Purchase Warrants will be exercisable for Class C Shares) 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 C 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 thirty (30) days after the Business Combination Closing and 12 twelve (12) months from the IPO Closingclosing of the IPO, and will expire at 5:00 p.m., New York City time, five (5) years after the Business Combination Closing or earlier upon redemption or 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 number of Forward Purchase Units Shares and the corresponding number of Forward Purchase Warrants provided pursuant to Section 1(a)(i) hereof by delivering notice to the Purchaser, at least five ten (510) Business Days before the funding of the FPS Purchase Price to the escrow account, specifying the number of Forward Purchase Shares and Forward Purchase Warrants the Purchaser is required to purchase, the anticipated date of the Business Combination Closing, specifying the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account of a third-party escrow agent which shall be the Company’s transfer agent (the “Escrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least two (2) Business Days before the anticipated 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datenotice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent automatically return to the Purchaser the FPS Purchase Price, provided that the return of the funds placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (One Madison Corp)

AutoNDA by SimpleDocs

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 5,000,000 Class A Shares (the “Forward Purchase Units Shares”), plus 1,666,6662/3 warrants (the “Forward Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”), in each case determined as set forth in clause 1(a)(ii), for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate unit (the “Forward Purchase Price”) of one Forward Purchase Share and one-third of one Forward Purchase Warrant (each, a “Forward Purchase Unit”), or $50,000,000 in the aggregate. Notwithstanding anything to the contrary contained herein, to the extent the Company obtains alternative financing to fund the Business Combination in substitution or replacement of the commitment(s) to purchase Forward Purchase Units hereunder (“Alternative Financing”), the aggregate commitments hereunder shall be reduced by the amount of the Alternative Financing. (ii) The Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder will, if the conditions set forth herein are satisfied, result in gross proceeds to the Company in an aggregate amount equal to the amount of funds necessary for the Company to consummate the initial Business Combination and pay related fees and expenses, less amounts available to the Company from the Trust Account (after payment of the deferred underwriting discount and after giving effect to any redemptions of Public Shares), plus any additional amounts that may be retained by the post-Business Combination company for working capital or other purposes. (iii) 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 on March 7, 2019 (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. Each Forward Purchase Share will have the same terms as each Public Share, except as provided herein. (iiiiv) The Company shall require the Purchaser to purchase the Forward Purchase Units Securities by delivering notice to the Purchaser, at least five (5) Business Days before the Business Combination Closing, specifying the number of Forward Purchase Shares and Forward Purchase Warrants the Purchaser is required to purchase, the date of the Business Combination Closing Closing, the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Units Securities (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 escrow until the Forward Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units Securities to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities lawslaws or this Agreement), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser. 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Crescent Acquisition Corp)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, that number of Forward Purchase Shares, up to a maximum of 2,500,000 Forward Purchase Units Shares (the “Maximum Shares”), plus one Forward Purchase Warrant for each Forward Purchase Share so issued and sold, up to a purchase price maximum of 2,500,000 Forward Purchase Warrants (the “Maximum Warrants”), in each case as determined as set forth in clause 1(a)(ii), for $10.00 per Forward Purchase UnitShare, or an aggregate maximum amount of $25,000,000 in the aggregate (the “Forward Purchase Price”)25,000,000. (ii) The number of Forward Purchase Securities to be issued and sold by the Company and purchased by the Purchaser hereunder shall equal that number, if any, which is specified in the Closing Notice (as defined below); provided that in no event shall the number of Forward Purchase Shares or Forward Purchase Warrants purchased hereunder exceed the Maximum Shares or the Maximum Warrants, respectively. (iii) Each Forward Purchase Warrant will have the same terms as each Private Placement Public 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 share of Common Stock 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 following the IPO Closing, and will expire five years after the Business Combination Closing or earlier upon the redemption or 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. (iiiiv) The Company shall require the Purchaser to purchase the number of Forward Purchase Units Securities provided pursuant to Section 1(a)(ii) by delivering notice to the PurchaserPurchaser (the “Closing Notice”), at least five two (52) Business Days before the Business Combination Closing, specifying the number of Forward Purchase Shares and Forward Purchase Warrants (which shall equal 100% of the number of Forward Purchase Shares) the Purchaser is required to purchase, the date of the Business Combination Closing Closing, the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Units Securities (the “Forward Closing”) shall be held on the same date and immediately prior to the Business Combination Closing (such date and time being referred to as the “Forward Closing Date”). . (v) At least one (1) Business Day prior to the Forward Closing Datescheduled date of the Business Combination Closing, the Purchaser shall deliver to the Company, to be held in escrow until the Forward Closing, the aggregate Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such noticethe Closing Notice. Immediately prior to At the Forward Closing on the Forward Closing DateClosing, (A) the aggregate Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units Securities to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the aggregate Forward Purchase Price to the Purchaser, provided that such return of the Forward Purchase Price shall not terminate this Agreement or otherwise relieve either party of any of its obligations hereunder. 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (VectoIQ Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 (1) the number of Forward Purchase Units Shares which 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 as promptly as practicable after the date hereof 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 (the “Allocation Notice”), which amount shall be no more than $200,000,000, 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) 1/4, the “Number of Forward Purchase Warrants”, for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (the “Public Warrants”), 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 redemption or 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 deliver written notice to the PurchaserPurchaser as early as practicable, and in any case at least five eleven (511) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing, specifying the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account (the “Escrow Account”) of a third-party escrow agent, which shall be the Company’s transfer agent (the “Escrow Agent”), pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). Two (2) Business Days before the anticipated 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datewritten notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such written notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination. For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (CC Neuberger Principal Holdings I)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the number of Forward Purchase Units Shares set forth on the signature page to this Agreement next to the line item “Number of Forward Purchase Shares,” plus the number of Forward Purchase Warrants set forth on the signature page to this Agreement next to the line item “Number of Forward Purchase Warrants,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 Closingclosing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption or 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 number of Forward Purchase Units Shares and the corresponding number of Forward Purchase Warrants provided pursuant to Section 1(a)(i) hereof by delivering notice to the Purchaser, at least ten (10) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the number of Forward Purchase Shares and Forward Purchase Warrants the Purchaser is required to purchase, the anticipated date of the Business Combination Closing, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account of a third-party escrow agent (the “Escrow Account”) which shall be the Company’s transfer agent (the “Escrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least five (5) Business Days before the Business Combination Closing, specifying the anticipated 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datenotice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Collier Creek Holdings)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 up to the number of Forward Purchase Units Securities set forth on the Purchaser’s signature page to this Agreement next to the line item “Maximum Number of Forward Purchase Securities,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Securities issued and sold hereunder (the “Forward FPS Purchase Price”). . No fractional Forward Purchase Warrants will be issued. The amounts actually sold pursuant to this Section 1(a)(i) shall be determined solely by the Company, subject to Section 1(a)(iv). For the avoidance of doubt, the Company is not obligated to issue or sell any Forward Purchase Securities. (ii) Each Forward Purchase Warrant Warrant, if any, will have the same terms as each Private Placement Warrant, Warrant sold as part of the Units in the IPO (“Public Warrants”) 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 whole 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 12months from the IPO Closingclosing of the IPO, and will expire at 5:00 p.m., New York City time, five (5) years after the Business Combination Closing or earlier upon redemption or the liquidation of the Company, as described in the Warrant Agreement. The For the avoidance of doubt, to the extent no Warrants are issued in the Units sold in the IPO, no 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)issued. 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 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, specifying the number of Forward Purchase Securities being sold by the Company to the Purchaser (which will not exceed the number of Forward Purchase Securities that Purchaser has agreed to purchase pursuant to Section 1(a)(i) the aggregate purchase price for the Forward Purchase Securities (the “FPS Purchase Price”) to be purchased by the Purchaser and instructions for wiring the FPS Purchase Price to an account designated by the Company. At least two Business Days before the anticipated date of the Business Combination Closing and instructions for wiring specified in 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 DateCompany Notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closingPurchaser delivers the FPS Purchase Price to such account, the Forward Closing Company shall return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not occur terminate this Agreement or otherwise relieve either party of any of its obligations hereunder and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price may provide a subsequent Company Notice pursuant to the Purchaserthis Section 1(a)(iii). For the 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.. (iv) In the event that the total number of Forward Purchase Securities determined to be sold by the Company, at the Company’s sole discretion, is less than the aggregate amount of Forward Purchase Securities the Forward Contract Parties collectively have agreed to purchase, then the Company shall notify the Purchaser as promptly as practicable after the date hereof and no later than five Business Days before such time as any definitive agreement with respect to a Business Combination is executed by the Company (the “Allocation Notice”), with such Allocation Notice to include the exact number of Forward Purchase Securities each Forward Contract Party is obligated to purchase. The Forward Purchase Securities sold by the Company which shall be allocated to each of the Forward Contract Parties on a pro rata basis based on the aggregate amount of Forward Purchase Securities each of the Forward Contract Parties have agreed to purchase; provided that, if Altimeter Growth Holdings (the “Sponsor”) and/or its affiliates collectively hold 25% or more of the Company’s outstanding shares as of the date on which the Allocation Notice is delivered to the Purchaser, then the Purchaser may, in its sole discretion, decline to purchase some or all of the Forward Purchase Securities. (v) The closing of the sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the same date as, and immediately prior to, the Business Combination Closing (such date being referred to as the “Closing Date”). At the FPS Closing, the Company will issue to the Purchaser the number of Forward Purchase Securities registered in the name of the Purchaser. (b)

Appears in 1 contract

Samples: Forward Purchase Agreement (Altimeter Growth Corp.)

Forward Purchase Securities. (i) The Company At the Forward Closing (as defined below), the Purchasers shall collectively purchase from HighPeak Energy, and HighPeak Energy shall issue and sell to the PurchaserPurchasers, and the Purchaser shall purchase from the Company, 2,500,000 an aggregate of up to 15,000,000 units of Forward Purchase Units Securities (“Forward Purchase Units”), with each Forward Purchase Unit consisting of one Forward Purchase Share, one Forward Purchase CVR and one Forward Purchase Warrant, for a purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate Unit (the “Forward Purchase Price”), or an aggregate maximum amount of $150,000,000, with each Purchaser purchasing such number of Forward Purchase Units as is specified in Section 1(a)(ii). (ii) Subject to the terms and conditions of this Agreement, each Purchaser has irrevocably committed to purchase and have issued to it the Forward Purchase Securities included in the number of Forward Purchase Units specified on such Purchaser’s signature page hereto (or in an applicable Election Notice or Assignment and Joinder (in each case, as defined below)) at the Forward Purchase Price and HighPeak Energy irrevocably agrees to issue and sell to such Purchaser the Forward Purchase Securities included in such Forward Purchase Units for the foregoing consideration on the Forward Closing Date (as defined below). To the extent that the aggregate amount of Forward Purchase Units subscribed for by the Purchasers is less than 15,000,000 Forward Purchase Units (such remaining uncommitted amounts as of any date, the “Uncommitted Forward Purchase Units”), HPEP I shall have the ability to, from time to time until the Forward Closing, (A) elect to purchase all or any portion of such Uncommitted Forward Purchase Units by delivering a written notice (an “Election Notice”) to HighPeak Energy stating the number of Uncommitted Forward Purchase Units HPEP I irrevocably commits to purchase, subject to the terms and conditions of this Agreement, and, upon delivery of such Election Notice, HPEP I shall immediately and automatically be deemed a Purchaser for all purposes hereunder with respect to the Uncommitted Forward Purchase Units specified in such Election Notice or (B) assign and transfer all or a portion of such right to commit to purchase all or any portion of such Uncommitted Forward Purchase Units to one or more other Persons by delivering to HighPeak Energy an Assignment and Joinder Agreement in substantially the form attached hereto as Exhibit C, which, among other things, requires such assignee(s) to join as a Purchaser party to this Agreement (an “Assignment and Joinder”), executed by HPEP I and such assignee(s) with respect to any such Uncommitted Forward Purchase Units. For the avoidance of doubt, HPEP I shall have no obligation to purchase any Forward Purchase Units unless and until it has delivered one or more Election Notices and then such obligation of HPEP I to purchase Forward Purchase Units shall only be as specified therein. Exhibit B attached hereto as of the date hereof sets forth the name of each Purchaser and the number of Forward Purchase Units that each such Purchaser has committed to purchase as of the date hereof. HighPeak Energy shall amend Exhibit B from time to time to update the information contained therein, including to add additional Purchasers added to this Agreement subsequent to the date hereof via Election Notice or Assignment and Joinder. (iii) Each Forward Purchase Warrant will have the same terms as each the Private Placement Warrant, Warrants when issued 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 share of HighPeak Common Stock 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 CompanyHighPeak Energy, 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 provided in the Warrant Agreement. (iiiiv) The Company shall require the Purchaser to purchase the Each Forward Purchase Units by delivering notice CVR will be subject to the Purchaserterms and conditions of the CVR Agreement. (v) HighPeak Energy shall deliver a notice (the “Closing Notice”) to the Purchasers and HPEP I, at least five no later than the close of business two (52) Business Days before the Business Combination Closing, specifying the date of the Business Combination Closing and containing instructions for wiring the aggregate Forward Purchase PricePrice for each such Purchaser’s Forward Purchase Units. The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held occur on the same date and immediately prior to as the Business Combination Closing (such date being referred to as the “Forward Closing Date”). . (vi) At least one (1) Business Day prior to the Forward Closing DateClosing, the Purchaser Purchasers shall deliver to the CompanyHighPeak Energy, to be held in escrow until the Forward Closing, the aggregate Forward Purchase Price for the Forward Purchase Securities Units to be purchased by wire transfer of U.S. dollars in immediately available funds to the account specified by HighPeak Energy in the Company in such noticeClosing Notice. Immediately prior to At the Forward Closing on the Forward Closing DateClosing, (A) the aggregate Forward Purchase Price shall be released from escrow automatically and without further action by HighPeak Energy, the Company Purchasers or the Purchaserany other Person, and (B) upon such release, the Company HighPeak Energy shall issue the number of Forward Purchase Units so purchased to the Purchaser applicable Purchasers in book-entry formform (including pursuant to the CVR Register as defined in the CVR Agreement), free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws, the CVR Agreement or the Warrant Agreement), registered in the name of the Purchaser applicable Purchasers (or its nominee their respective nominees in accordance with its their respective delivery instructions), or to a custodian designated by the Purchasersuch Purchasers, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closingclosing as set forth in the Closing Notice, HighPeak Energy may reschedule the Forward Business Combination Closing shall to another date occurring prior to the Outside Date (as defined below) by delivering a new Closing Notice to the Purchasers specifying the new date for the Business Combination Closing (which may be delivered on less than two (2) Business Days’ prior notice if such new date is less than two (2) Business Days after the originally scheduled date for the Business Combination Closing); provided, however, that in the event the Business Combination Closing is not occur and rescheduled for a date that is five (5) Business Days or less from the Company shall previously scheduled date for the Business Combination Closing, HighPeak Energy shall, upon request of any Purchaser, promptly (but not later than one the later of two (12) Business Day thereafterDays following such request and three (3) Business Days after the date for which the Business Combination Closing was previously scheduled) return the Forward Purchase Price to the such requesting Purchaser. 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; provided, that banks shall be deemed to be generally open for business in the event of a “shelter in place” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer system (including for wire transfers) are open for use by customers on such day.

Appears in 1 contract

Samples: Forward Purchase Agreement (Pure Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 up to the number of Forward Purchase Units Securities set forth on the Purchaser’s signature page to this Agreement next to the line item “Maximum Number of Forward Purchase Securities,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Securities issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued. The amounts actually sold pursuant to this Section 1(a)(i) shall be determined solely by the Company, subject to Section 1(a)(iv). For the avoidance of doubt, the Company is not obligated to issue or sell any Forward Purchase Securities. (ii) Each Forward Purchase Warrant Warrant, if any, will have the same terms as each Private Placement Warrant, Warrant sold as part of the Units in the IPO (“Public Warrants”) 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 whole 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 thirty (30) days after the Business Combination Closing and 12 twelve (12) months from the IPO Closingclosing of the IPO, and will expire at 5:00 p.m., New York City time, five (5) years after the Business Combination Closing or earlier upon redemption or the liquidation of the Company, as described in the Warrant Agreement. The For the avoidance of doubt, to the extent no Warrants are issued in the Units sold in the IPO, no 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 Agreementissued. (iii) The Company shall require the Purchaser to purchase the Forward Purchase Units 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, specifying the number of Forward Purchase Securities being sold by the Company to the Purchaser (which will not exceed the number of Forward Purchase Securities that Purchaser has agreed to purchase pursuant to Section 1(a)(i), the aggregate purchase price for the Forward Purchase Securities (the “FPS Purchase Price”) to be purchased by the Purchaser 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 and instructions for wiring specified in 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 DateCompany Notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closingPurchaser delivers the FPS Purchase Price to such account, the Forward Closing Company shall return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not occur terminate this Agreement or otherwise relieve either party of any of its obligations hereunder and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price may provide a subsequent Company Notice pursuant to the Purchaserthis Section 1(a)(iii). For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Altimeter Growth Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the Forward Purchase Units Shares and the Forward Purchase Warrants for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate 50,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 redemption or 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 Securities by delivering notice to the Purchaser, at least five ten (510) Business Days before the Business Combination Closingfunding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing and instructions for wiring the Forward FPS Purchase Price. The closing Price to an account of the sale of Forward Purchase Units a third-party escrow agent (the “Forward ClosingEscrow Account”) which shall be held on the same date and immediately prior to the Business Combination Closing Company’s transfer agent (such date being referred to as the “Forward Closing DateEscrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least one two (12) Business Day prior to Days before the Forward anticipated date of the Business Combination Closing Datespecified in such notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Austerlitz Acquisition Corp I)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 up to a maximum of (1) 10,000,000 Forward Purchase Units Securities (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 Securities as determined by clause (1) and (y) 1/3 (the “Number of Forward Purchase Warrants”) for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Securities issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued and, upon issuance, the Number of Forward Purchase Warrants shall be rounded down to the nearest whole number of Warrant. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (the “Public Warrants”), 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, 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 Partnering Transaction Closing, and will expire five years after the Business Combination Partnering Transaction Closing or earlier upon redemption or 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 number of Forward Purchase Securities to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows: (1) As soon as reasonably practicable, but in no event less than ten (10) Business Days prior to the Company’s entry into a definitive agreement for the Partnering Transaction (the “Partnering Transaction Agreement”), the Company shall require provide the Purchaser with notice (the “Initial Company Notice”) that it desires the Purchaser to purchase all or a portion of the Maximum Securities pursuant to this Agreement in connection with the Partnering Transaction Closing. Following delivery of the Initial Company Notice, the Company shall provide the Purchaser with such other information as the Purchaser (or any applicable Transferee pursuant to Section ‎4(a) hereof) may reasonably request so that the Purchaser (or such Transferee) may consider, and then subsequently seek the approval of its investment committee to consummate, the purchase of the Forward Purchase Units by delivering notice to the Purchaser, at least Securities hereunder. (2) Within five (5) Business Days after receipt of the Initial Company Notice, the Purchaser shall provide the Company with notice (the “Initial Purchaser Notice”) of the decision of its investment committee as to the number of Forward Purchase Securities it wishes to purchase pursuant to this Agreement, if any, which shall not exceed the Maximum Securities, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Securities, subject to the terms and conditions of this Agreement. The Company acknowledges and agrees that any determination by Purchaser to purchase Forward Purchase Securities shall be made at the sole discretion of its investment committee and that Purchaser’s investment committee may elect in its sole discretion not to purchase any Forward Purchase Securities. (3) At least two (2) Business Days before the Business Combination Partnering Transaction Closing, specifying the Company shall provide the Purchaser with an updated notice (the “Final Company Notice”) including: a. its determination, based on the actual number of Public Securities (as defined below) validly submitted for redemption or other changes in the cash requirements, of the number of Forward Purchase Securities (which shall not exceed the number of shares indicated in the Initial Purchaser Notice) that it desires the Purchaser to purchase pursuant to this Agreement; b. the anticipated date of the Business Combination Closing and Partnering Transaction Closing; and c. instructions for wiring the FPS Purchase Price. (4) At least one (1) Business Day before the Partnering Transaction Closing, the Purchaser shall provide the Company with an updated notice (the “Final Purchaser Notice”) of the number of Forward Purchase Price. Securities it will be obligated to purchase pursuant to this Agreement, with no further notification or confirmation necessary from the Company, which number shall not be (i) greater than the aggregate number of Forward Purchase Securities that the Company desires such Purchaser to purchase as specified in the Final Company Notice and (ii) less than the lesser of (A) the number of Forward Purchase Securities that the Purchaser was obligated to purchase pursuant to Section ‎1(a)(iii)(2) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Securities that the Company desires the Purchaser to purchase as specified in the Final Company Notice. (iv) In the event that any Partnering Transaction Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed pursuant to clause ‎(ii) above to determine the number of Forward Purchase Securities to be purchased by the Purchaser in connection with such Partnering Transaction Agreement shall be disregarded and the provisions of clause ‎(ii) above must be separately completed for each Partnering Transaction Agreement entered into by the Company. (v) The closing of the sale of Forward Purchase Units Securities (the “Forward Closing”) shall be held on the same date and immediately prior to concurrently with the Business Combination Partnering Transaction 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 escrow until Company the Forward Closing, the Forward FPS Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such noticethe Final Company Notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (Ai) the Forward FPS Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (Bii) upon such release, the Company shall issue the Forward Purchase Units Securities to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Partnering Transaction Closing does not occur on within five (5) Business Days of the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the Purchaser. 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Corsair Partnering Corp)

Forward Purchase Securities. (i) The Company Pursuant to the terms and subject to the conditions of this Agreement, Pubco shall issue and sell to the Purchaser, and the Purchaser shall purchase from Pubco, the Company, 2,500,000 Pubco Forward Purchase Units Securities for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate 50,000,000 (the “Forward FPS Purchase Price”). (ii) Each Pubco Forward Purchase Warrant will have the same terms as each Private Placement Warrantwarrant of the Company sold as part of the units of the Company in the IPO, and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company Pubco and Continental Stock Transfer & Trust Company, as Warrant Agentwarrant agent, in connection with the IPO Transaction (the “Warrant Agreement”). Each Pubco Forward Purchase Warrant will entitle the holder thereof to purchase one Class A (1) Pubco Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Warrant Agreement, and only whole Pubco Forward Purchase Warrants will be exercisable. The Pubco Forward Purchase Warrants will become exercisable on the later of 30 thirty (30) days after the Business Combination Closing and 12 months from the IPO Merger Closing, and will expire five (5) years after the Business Combination Share Acquisition Closing or earlier upon redemption or the liquidation of the CompanyPubco, 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 Pubco shall require the Purchaser to purchase the Pubco Forward Purchase Units Securities by delivering notice to the Purchaser, at least five ten (510) Business Days before the Business Combination Merger Closing, specifying the anticipated date of the Business Combination Closing Merger Closing, and instructions for wiring the Forward FPS Purchase Price. The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and immediately prior Price to the Business Combination Closing (such date being referred to as the “Forward Closing Date”)Pubco. At least one two (12) Business Day prior to Days before the Forward anticipated date of the Merger Closing Datespecified in such notice, the Purchaser shall deliver to the Company, to be held in escrow until the Forward Closing, the Forward FPS Purchase Price for the Forward Purchase Securities by to Pubco in cash via wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to If the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Share Acquisition Closing does not occur on within thirty (30) days after the date scheduled for closingFPS Closing, Pubco shall automatically return to the Forward Closing Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price by Pubco shall not occur and terminate the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the PurchaserAgreement or otherwise relieve any party of any of its obligations hereunder. For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Kismet Acquisition One Corp)

Forward Purchase Securities. (i) The Company shall agrees to issue and sell to the Purchaser, and the Purchaser shall agrees to purchase from the Company, 2,500,000 on and subject to the terms and conditions set forth herein, [·] Forward Purchase Units for Securities (the “Purchaser Units”) at a purchase price of $10.00 per Forward Purchase UnitSecurity, or for an aggregate purchase price of $25,000,000 in the aggregate [·] (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have be subject to the same terms as each the Private Placement WarrantWarrants, and will be subject to the terms and conditions of the Warrant Agreement to be Agreement, dated March 1, 2021, entered into between the Company and Continental American 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) which is attached hereto as Exhibit A, subject to adjustment as described and 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 form of the Company, warrant certificate attached as described in Exhibit A to the Warrant Agreement. The Forward Purchase Warrants will be non-redeemable Agreement and exercisable on a cashless basis so long as they are held by contains 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 legend set forth in on Exhibit B to the Warrant Agreement. (iii) The process by which the Purchaser Units are to be issued and sold by the Company and purchased by the Purchaser hereunder shall be as follows: (1) As soon as reasonably practicable, but in no event less than ten (10) Business Days prior to the Company’s entry into a definitive agreement for the Business Combination (the “Business Combination Agreement”), the Company shall require provide the Purchaser with notice (the “Initial Company Notice”) that it desires the Purchaser to purchase the Purchaser Units pursuant to this Agreement in connection with the Business Combination Closing. Following delivery of the Initial Company Notice, the Company shall provide the Purchaser with such other information as the Purchaser (or any applicable Transferee pursuant to Section 8(g) hereof) may reasonably request so that the Purchaser (or such Transferee) may seek the approval of its investment committee (and/or, if applicable, the investment committee of its investment manager) (the “Investment Committee”) to consummate the purchase of the Forward Purchase Units by delivering notice to Securities hereunder, which approval shall be made or not made in the Purchaser, at least sole and absolute discretion of the Investment Committee. (2) Within five (5) Business Days after receipt of the Initial Company Notice, the Purchaser shall provide the Company with notice (the “Purchaser Notice”) of the decision of its Investment Committee to accept or decline to purchase the Purchaser Units pursuant to this Agreement, which notice of an affirmative decision by the Investment Committee shall constitute the binding obligation of the Purchaser to purchase the Purchaser Units, subject to the terms and conditions of this Agreement. In the event the Investment Committee declines to purchase the Purchaser Units or the Purchaser fails to deliver the Purchaser Notice, this Agreement shall be void and be of no force or effect, and neither party shall have any liability for any actions or representations made prior to such time. (3) At least two (2) Business Days before the Business Combination Closing, specifying the Company shall provide the Purchaser with an updated notice (the “Final Company Notice”) including: a. the anticipated date of the Business Combination Closing and Closing; and b. instructions for wiring the Forward FPS Purchase Price. . (iv) In the event that any Business Combination Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed pursuant to clause (iii) above in connection with such Business Combination Agreement shall be disregarded and the provisions of clause (iii) above must be separately completed for each Business Combination Agreement entered into by the Company, unless this Agreement is otherwise terminated pursuant to Section 8(c). (v) The closing of the sale of Forward Purchase Units Securities (the “Forward Closing”) shall be held on the same date and immediately prior to concurrently with 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 escrow until Company the Forward Closing, the Forward FPS Purchase Price for the Forward Purchase Securities Purchaser Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such noticethe Final Company Notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (Ai) the Forward FPS Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (Bii) upon such release, the Company shall issue the Forward Purchase Units Securities to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or and (iii) concurrently with such issuance by the Company, the Sponsor shall, subject to a custodian designated by the terms and conditions of the Warrant Agreement, transfer to the Purchaser, as applicablefor no consideration, an amount of the Private Placement Warrants then held by the Sponsor equal to the number of Forward Purchase Warrants issued to the Purchaser (the “Transferred Warrants”). In the event the Business Combination Closing does not occur on within five (5) Business Days of the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserPurchaser by wire transfer of U.S. dollars in immediately available funds. 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Anzu Special Acquisition Corp I)

Forward Purchase Securities. (i) The Subject to Section 1(a)(ii), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 (1) the number of Forward Purchase Units Shares which is the quotient of (x) the amount of capital committed by the Purchaser and allocated to this Agreement (the “Capital Commitment”) as determined pursuant to Section 1(a)(ii) hereof, which amount shall be no more than $173,000,000, 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) 1/3, the “Number of Forward Purchase Warrants,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued and, upon issuance, the Number of Forward Purchase Warrants shall be rounded down to the nearest whole number of Warrants. (ii) The Purchaser’s Capital Commitment shall be determined as follows: (1) As soon as reasonably practicable, but in no event less than ten (10) Business Days prior to the Company’s entry into a definitive agreement, the Company shall provide the Purchaser with notice (the “Company Notice”) of the Company’s initial Business Combination, including the estimated amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash. (2) Within five (5) Business Days of receipt of the Company Notice, the Purchaser shall provide the Company with an allocation notice (the “Allocation Notice”) with its determination, based on the Cash Requirements, of the amount, if any, of the Purchaser’s Capital Commitment. (iii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (the “Public Warrants”), 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, Agreement and only whole Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants will become exercisable on the later of 30 thirty (30) days after the Business Combination Closing and 12 twelve (12) months from the IPO Closing, and will expire five (5) years after the Business Combination Closing or earlier upon redemption or 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. (iiiiv) The Company shall require the Purchaser to purchase the Forward Purchase Units by delivering deliver written notice to the PurchaserPurchaser as early as practicable, and in any case at least five eleven (511) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing, specifying the aggregate FPS Purchase Price (as determined in accordance with the Allocation Notice) and instructions for wiring the FPS Purchase Price to an account (the “Escrow Account”) of a third-party escrow agent, which shall be the Company’s transfer agent (the “Escrow Agent”), pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least two (2) Business Days before the anticipated 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datewritten notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such written notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically 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. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination. For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Waldencast Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 3,000,000 Forward Purchase Units for Securities. Each Forward Purchase Security will consist of a Forward Purchase Share and a Forward Purchase Warrant, at a purchase price of $10.00 per Forward Purchase UnitSecurity, or an aggregate purchase price of $25,000,000 in the aggregate 30,000,000 (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued, and upon issuance, will be rounded down to the nearest whole number. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Units in the IPO (the “Public Warrants”), 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, 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 redemption or 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 Securities pursuant to Section 1(a)(i) hereof by delivering 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, specifying the aggregate purchase price for the Forward Purchase Securities to be purchased by the Purchaser and instructions for wiring the FPS Purchase Price to an account designated by the Company. Two (2) Business Days before the anticipated 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 specified in escrow until the Forward Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser. 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.such

Appears in 1 contract

Samples: Forward Purchase Agreement (Skydeck Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the Forward Purchase Units Shares and the Forward Purchase Warrants for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate [ ] (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 Closingclosing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption or 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 Securities 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 FPS Purchase Price. The closing of the sale of the Forward Purchase Units Securities (the “Forward FPS Closing”) shall be held on the same date and immediately prior to the Business Combination Closing (such date being referred to as the “Forward FPS Closing Date”). At least one (1) Business Day prior to the Forward FPS Closing Date, the Purchaser shall deliver to the Company, to be held in escrow until the Forward FPS Closing, the Forward FPS Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward FPS Closing on the Forward FPS Closing Date, (A) the Forward FPS Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units Securities (individually or collectively, the “Securities”) to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward FPS Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the Purchaser. For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Supernova Partners Acquisition Company, Inc.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 (1) the number of Forward Purchase Units Shares which 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 as promptly as practicable after the date hereof 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 (the “Allocation Notice”), which amount shall be no more than $50,000,000, 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) 1/3, the “Number of Forward Purchase Warrants”, for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (the “Public Warrants”), 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, 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 redemption or 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 deliver written notice to the PurchaserPurchaser as early as practicable, and in any case at least five eleven (511) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing, specifying the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account (the “Escrow Account”) of a third-party escrow agent, which shall be the Company’s transfer agent (the “Escrow Agent”), pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). Two (2) Business Days before the anticipated 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datewritten notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such written notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination. For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Yucaipa Acquisition Corp)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 up to a maximum of (1) 10,000,000 Forward Purchase Units Securities (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 Securities as determined by clause (1) and (y) 1/3 (the “Number of Forward Purchase Warrants”) for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Securities issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued and, upon issuance, the Number of Forward Purchase Warrants shall be rounded down to the nearest whole number of Warrant. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (the “Public Warrants”), 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, 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 Partnering Transaction Closing, and will expire five years after the Business Combination Partnering Transaction Closing or earlier upon redemption or 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 number of Forward Purchase Securities to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows: (1) As soon as reasonably practicable, but in no event less than ten (10) Business Days prior to the Company’s entry into a definitive agreement for the Partnering Transaction (the “Partnering Transaction Agreement”), the Company shall require provide the Purchaser with notice (the “Initial Company Notice”) that it desires the Purchaser to purchase all or a portion of the Maximum Securities pursuant to this Agreement in connection with the Partnering Transaction Closing. Following delivery of the Initial Company Notice, the Company shall provide the Purchaser with such other information as the Purchaser (or any applicable Transferee pursuant to Section ‎4(a) hereof) may reasonably request so that the Purchaser (or such Transferee) may consider, and then subsequently seek the approval of its investment committee to consummate, the purchase of the Forward Purchase Units by delivering notice to the Purchaser, at least Securities hereunder. (2) Within five (5) Business Days after receipt of the Initial Company Notice, the Purchaser shall provide the Company with notice (the “Initial Purchaser Notice”) of the decision of its investment committee as to the number of Forward Purchase Securities it wishes to purchase pursuant to this Agreement, if any, which shall not exceed the Maximum Securities, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Securities, subject to the terms and conditions of this Agreement. The Company acknowledges and agrees that any determination by Purchaser to purchase Forward Purchase Securities shall be made at the sole discretion of its investment committee and that Purchaser’s investment committee may elect in its sole discretion not to purchase any Forward Purchase Securities. (3) At least two (2) Business Days before the Business Combination Partnering Transaction Closing, specifying the Company shall provide the Purchaser with an updated notice (the “Final Company Notice”) including: a. its determination, based on the actual number of Public Securities (as defined below) validly submitted for redemption or other changes in the cash requirements, of the number of Forward Purchase Securities (which shall not exceed the number of shares indicated in the Initial Purchaser Notice) that it desires the Purchaser to purchase pursuant to this Agreement; b. the anticipated date of the Business Combination Closing and Partnering Transaction Closing; and c. instructions for wiring the FPS Purchase Price. (4) At least one (1) Business Day before the Partnering Transaction Closing, the Purchaser shall provide the Company with an updated notice (the “Final Purchaser Notice”) of the number of Forward Purchase Price. Securities it will be obligated to purchase pursuant to this Agreement, with no further notification or confirmation necessary from the Company, which number shall not be (i) greater than the aggregate number of Forward Purchase Securities that the Company desires such Purchaser to purchase as specified in the Final Company Notice and (ii) less than the lesser of (A) the number of Forward Purchase Securities that the Purchaser was obligated to purchase pursuant to Section ‎1(a)(iii)(2) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Securities that the Company desires the Purchaser to purchase as specified in the Final Company Notice. (iv) In the event that any Partnering Transaction Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed pursuant to clause ‎(ii) above to determine the number of Forward Purchase Securities to be purchased by the Purchaser in connection with such Partnering Transaction Agreement shall be disregarded and the provisions of clause ‎(ii) above must be separately completed for each Partnering Transaction Agreement entered into by the Company. (v) The closing of the sale of Forward Purchase Units Securities (the “Forward Closing”) shall be held on the same date and immediately prior to concurrently with the Business Combination Partnering Transaction 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 escrow until Company the Forward Closing, the Forward FPS Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such noticethe Final Company Notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (Ai) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser. 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.the

Appears in 1 contract

Samples: Forward Purchase Agreement (Corsair Partnering Corp)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall subscribe for and purchase from the Company, 2,500,000 the initial Forward Purchase Units Shares and the initial Forward Purchase Warrants for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate 50,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 Closingclosing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption or 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 of Forward Purchase Units by delivering notice to Securities shall be effectuated, at the Purchaser’s election, in one or more private placements at least five (5) Business Days before any time, and from time to time, prior to the Business Combination Closing, specifying the date . For a purchase 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 Securities occurring at any time other than 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 DateClosing, the Purchaser shall deliver a notice (an “Early Forward Purchase Election Notice”) to the CompanyCompany at least ten (10) Business Days before the funding of the applicable FPS Purchase Price specifying (a) the number of Forward Purchase Securities that are subject to such Early Forward Purchase Election Notice, (b) the calculation of the portion of the FPS Purchase Price that will be due in connection with the purchase of such Forward Purchase Securities and (c) the date that such Forward Purchase Securities will be purchased by the Purchaser and the FPS Purchase Price will be paid to be held in escrow until the Forward Company (such date, an “Early FPS Closing”). On the date of any Early FPS Closing, the Purchaser shall deliver the FPS Purchase Price specified in the Early Forward Purchase Price for the Forward Purchase Securities by Election Notice in cash via wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such noticewriting, to be used by the Company for purposes related to a Business Combination. Immediately For the purchase of any Forward Purchase Securities occurring immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such releaseBusiness Combination Closing, the Company shall issue the deliver a notice (a “Final Forward Purchase Units Notice”) to the Purchaser in book-entry format least ten (10) Business Days prior to the funding of the remaining FPS Purchase Price specifying (a) the number of Forward Purchase Securities that are subject to such Final Forward Purchase Notice (which, free and clear for the avoidance of doubt, shall be the total Forward Purchase Securities, less any liens or other restrictions whatsoever (other than those arising under state or federal securities lawsForward Purchase Securities purchased by the Purchaser on any prior Early FPS Closing), registered (b) the calculation of the portion of the FPS Purchase Price that will be due in connection with the purchase of such Forward Purchase Securities, (c) the anticipated date of the Business Combination Closing and (d) instructions for wiring the FPS Purchase Price to an account of a third-party escrow agent (the “Escrow Account”) which shall be the Company’s transfer agent (the “Escrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least two (2) Business Days before the anticipated date of the Business Combination Closing specified in such notice, the Purchaser shall deliver the FPS Purchase Price specified in the name of Final Forward Purchase Notice in cash via wire transfer to the Purchaser (or its nominee account specified in accordance with its delivery instructions)such notice, or to a custodian designated by be held in escrow pending the Purchaser, as applicableBusiness Combination Closing. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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, Hong Kong or Singapore.

Appears in 1 contract

Samples: Forward Purchase Agreement (Tiga Acquisition Corp.)

Forward Purchase Securities. (i) The Subject to the Purchaser’s delivery of an Acceptance Notice by the Acceptance Deadline, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 (1) the number of Forward Purchase Units Shares which is the quotient of (x) the amount of capital committed to the Purchaser and allocated to this Agreement, which amount shall be no more than the lesser of (A) $50,000,000 and (B) 19.99% of the total pro forma equity outstanding at the time of the Business Combination Closing, including but not limited to any Ordinary Shares issued in connection with the IPO, this Agreement or any private placement or other offering or to any seller of the Target (the “Cap”) 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) 0.425, the “Number of Forward Purchase Warrants”, for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO, 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 redemption or 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 keep the Purchaser reasonably informed as to the progress of identifying and evaluating potential Business Combination targets (each a “Target”). The Company shall use reasonable best efforts to provide the Purchaser with such information and access as may reasonably be requested by the Purchaser in connection with its rights hereunder, including (i) participation, upon reasonable advance notice, by senior management in a reasonable number of meetings, presentations and due diligence sessions at times and in locations reasonably acceptable to the Company, and (ii) furnishing the Purchaser, to the extent reasonably available to the Company, with documents or other information related to Target. Notwithstanding anything to the contrary herein, the Purchaser shall be excused from its obligation to purchase the Forward Purchase Units Securities in whole or in part in connection with a specific Business Combination (the “Right of Excusal”) for any reason, in its sole and absolute discretion, if it does not deliver an Acceptance Notice (as defined below) by delivering the Acceptance Deadline (as defined below) as described below. (iv) The Company agrees to keep the Purchaser reasonably informed of its intentions with regard to a potential Target or Business Combination and the Company shall be permitted to regularly consult with the Purchaser regarding any such potential Target or Business Combination. (v) At least seven (7) Business Days prior to any vote of the Board of Directors of the Company (the “Board”) to approve the execution of a definitive agreement for a Business Combination with a Target (a “Definitive Agreement”), written notice (the “Transaction Notice”) of the Company’s intention to hold such a Board vote shall be delivered by the Company to the Purchaser (the date the Transaction Notice is delivered to the Purchaser being referred to herein as the “Notice Date”). The Transaction Notice shall set forth the material terms and such other information as may be reasonably necessary for the Purchaser to evaluate the terms of the Business Combination. (vi) The Purchaser shall have until the end of the fifth (5th) Business Day after the Notice Date (such date, the “Acceptance Deadline”) to deliver written notice (an “Acceptance Notice”) to the Company that it will purchase the Forward Purchase Securities in whole or in part. The Company shall not call for a Board vote on the proposed Business Combination until after the Acceptance Deadline. (vii) For the avoidance of doubt, if the Purchaser does not deliver an Acceptance Notice by the Acceptance Deadline, the Purchaser shall no longer have any right or obligation to purchase any Forward Purchase Securities. (viii) The Purchaser acknowledges and understands that in order to participate in the Company’s interactions with any Target, and in order to receive information possessed by the Company related to any Target, the Purchaser will be required to enter into or be joined to confidentiality and nondisclosure agreements on customary and reasonable terms with such Target restricting the use and disclosure of such information, and that, under certain circumstances, the Purchaser may come into possession of material, nonpublic information regarding a publicly traded company. (ix) In the event the Company and the Purchaser mutually agree to sell and purchase Forward Purchase Securities as described in Section 2(a)(i) hereof, the Company shall deliver written notice to the Purchaser, at least five prior to 9:30 a.m., New York time, on the third (53rd) Business Days Day before the day on which the Purchaser is required to fund the FPS Purchase Price to the Escrow Account (as defined below) (or an alternative account agreed to by the Company and the Purchaser) as provided in the immediately succeeding sentence, specifying the number of Forward Purchase Securities the Purchaser is required to purchase, the anticipated date of the Business Combination Closing, specifying the date of the Business Combination Closing aggregate FPS Purchase Price and instructions for wiring the Forward FPS Purchase Price. The closing of the sale of Forward Purchase Units Price to an account (the “Forward ClosingEscrow Account”) of a third-party escrow agent, which shall be held on the same date and immediately prior to the Business Combination Closing Company’s transfer agent (such date being referred to as the “Forward Closing DateEscrow Agent”), to be established pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). The Escrow Account shall be same escrow account established by the Company for purposes of the IPO Closing and the Company shall provide the Purchaser with a copy of such Escrow Agreement promptly upon request. At least one (1) Business Day prior to before the Forward anticipated date of the Business Combination Closing Datespecified in such written notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such written notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within twenty (20) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not result in the termination of this Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Authentic Equity Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the Forward Purchase Units Shares and the Forward Purchase Warrants for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate [ ] (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 CompanyXX Xxxxxx Xxxxx Bank, N.A., 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 Closingclosing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption or 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 Securities by delivering notice to the Purchaser, at least five ten (510) Business Days before the Business Combination Closingfunding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing and instructions for wiring the Forward FPS Purchase Price. The closing Price to an account of the sale of Forward Purchase Units a third-party escrow agent (the “Forward ClosingEscrow Account”) which shall be held on the same date and immediately prior to the Business Combination Closing Company’s transfer agent (such date being referred to as the “Forward Closing DateEscrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least one two (12) Business Day prior to Days before the Forward anticipated date of the Business Combination Closing Datespecified in such notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically 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. For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Ribbit LEAP, Ltd.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 up to a maximum of 3,000,000 Forward Purchase Units for Securities (the “Maximum Units”) at a purchase price of $10.00 per Forward Purchase UnitSecurity, or up to a maximum aggregate purchase price of $25,000,000 in the aggregate 30,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement Warrantthe Company’s private placement warrants, purchased by the Zxxxxx Entity and Purchaser in a private placement occurring simultaneously with the closing of the IPO, 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 number of Forward Purchase Securities to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows: (1) As soon as reasonably practicable, but in no event less than ten (10) Business Days prior to the Company’s entry into a definitive agreement for the Business Combination (the “Business Combination Agreement”), the Company shall require provide the Purchaser with notice (the “Initial Company Notice”) that it desires the Purchaser to purchase the Maximum Units pursuant to this Agreement in connection with the Business Combination Closing. Following delivery of the Initial Company Notice, the Company shall provide the Purchaser with such other information as the Purchaser (or any applicable Transferee pursuant to Section 4(b) hereof) may reasonably request so that the Purchaser (or such Transferee) may seek the approval of its investment committee to consummate the purchase of the Forward Purchase Units by delivering notice to the Purchaser, at least Securities hereunder. (2) Within five (5) Business Days after receipt of the Initial Company Notice, the Purchaser shall provide the Company with notice (the “Initial Purchaser Notice”) of the decision of its investment committee as to the number of Forward Purchase Securities it wishes to purchase pursuant to this Agreement, if any, which shall not exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Securities, subject to the terms and conditions of this Agreement. (3) At least two (2) Business Days before the Business Combination Closing, specifying the Company shall provide the Purchaser with an updated notice (the “Final Company Notice”) including: a. its determination, based on the actual number of Public Shares (as defined below) validly submitted for redemption or other changes in the cash requirements, of the number of Forward Purchase Securities that it desires the Purchaser to purchase pursuant to this Agreement; b. the anticipated date of the Business Combination Closing and Closing; and c. instructions for wiring the FPS Purchase Price. (4) At least one (1) Business Day before the Business Combination Closing, the Purchaser shall provide the Company with an updated notice (the “Final Purchaser Notice”) of the number of Forward Purchase Price. Securities it will be obligated to purchase pursuant to this Agreement, with no further notification or confirmation necessary from the Company, which number (x) shall not be less than the lesser of (A) the number of Forward Purchase Securities that the Purchaser was obligated to purchase pursuant to Section 1(a)(iii)(2) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Securities that the Company desires the Purchaser to purchase as specified in the Final Company Notice and (y) may be, at the option of the Purchaser, up to the Maximum Units. (iv) In the event that any Business Combination Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed pursuant to clause (iii) above to determine the number of Forward Purchase Securities to be purchased by the Purchaser in connection with such Business Combination Agreement shall be disregarded and the provisions of clause (iii) above must be separately completed for each Business Combination Agreement entered into by the Company. (v) The closing of the sale of Forward Purchase Units Securities (the “Forward Closing”) shall be held on the same date and immediately prior to concurrently with 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 escrow until Company the Forward Closing, the Forward FPS Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such noticethe Final Company Notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (Ai) the Forward FPS Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (Bii) upon such release, the Company shall issue the Forward Purchase Units Securities to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on within five (5) Business Days of the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the Purchaser. 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Bluescape Opportunities Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, 2,500,000 : (1) the number of Forward Purchase Units Shares which is the quotient of (x) the amount of capital committed to the Purchasers and allocated to this Agreement as notified by the Purchasers to the Company as promptly as practicable after the date hereof 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 (the “Allocation Notice”), which amount shall be no less than $130,000,000, but no more than $160,000,000 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) 1/3, the “Number of Forward Purchase Warrants,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued and, upon issuance, the Number of Forward Purchase Warrants shall be rounded down to the nearest whole number of Warrants. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (the “Public Warrants”), 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, Agreement and only whole Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants will become exercisable on the later of 30 thirty (30) days after the Business Combination Closing and 12 twelve (12) months from the IPO Closing, and will expire five (5) years after the Business Combination Closing or earlier upon redemption or 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 Purchasers to purchase the Forward Purchase Units Securities by delivering notice to the each Purchaser, at least five ten (510) Business Days before the Business Combination Closingfunding of the FPS Purchase Price to an account specified by the Company, specifying the anticipated date of the Business Combination Closing and instructions for wiring the Forward FPS Purchase PricePrice to an account designated by the Company. The closing At least two (2) Business Days before the anticipated date 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 (specified in such date being referred to as notice, the “Forward Closing Date”). At least one (1) Business Day prior Purchasers shall deliver the FPS Purchase Price in cash via wire transfer to the Forward Closing Date, the Purchaser shall deliver to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closingPurchasers deliver the FPS Purchase Price to such account, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return to the Forward Purchasers the FPS Purchase Price, provided that the return of the FPS Purchase Price to the Purchaserplaced in escrow shall not terminate this Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Waldencast Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 (1) the number of Forward Purchase Units Shares which 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 as promptly as practicable after the date hereof 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 (the “Allocation Notice”), which amount shall be no more than $200,000,000, 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) 1/4, the “Number of Forward Purchase Warrants”, for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (the “Public Warrants”), 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, 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 redemption or 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 deliver written notice to the PurchaserPurchaser as early as practicable, and in any case at least five eleven (511) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing, specifying the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account (the “Escrow Account”) of a third-party escrow agent, which shall be the Company’s transfer agent (the “Escrow Agent”), pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). Two (2) Business Days before the anticipated 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datewritten notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such written notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination. For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (CC Neuberger Principal Holdings I)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the Forward Purchase Units Shares and the Forward Purchase Warrants for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate 50.0 million (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 Closingclosing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption or 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 Securities 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 FPS Purchase Price. The closing of the sale of the Forward Purchase Units Securities (the “Forward FPS Closing”) shall be held on the same date and immediately prior to the Business Combination Closing (such date being referred to as the “Forward FPS Closing Date”). At least one (1) Business Day prior to the Forward FPS Closing Date, the Purchaser shall deliver to the Company, to be held in escrow until the Forward FPS Closing, the Forward FPS Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward FPS Closing on the Forward FPS Closing Date, (A) the Forward FPS Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units Securities (individually or collectively, the “Securities”) to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward FPS Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the Purchaser. For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (GP-Act III Acquisition Corp.)

Forward Purchase Securities. (i) The Immediately prior to the Business Combination Closing, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the number of Forward Purchase Units Shares set forth on the signature page to this Agreement next to the line item “Number of Forward Purchase Shares,” together s thiwith the number of Forward Purchase Warrants set forth on the signature page to this Agreement next to the line item “Number of Forward Purchase Warrants,” for a an aggregate purchase price of $10.00 per multiplied by the number of Forward Purchase Unit, or $25,000,000 in the aggregate Shares issued and sold hereunder (the “Forward FPS Purchase Price”) provided that the aggregate price for such shares amount shall be no more than 10% of the aggregate proceeds raised in the IPO (the “Maximum Amount”). (ii) . No fractional Forward Purchase Shares will be issued and, upon issuance, the Number of Forward Purchase Shares shall be rounded down to the nearest whole number of Shares. No fractional Forward Purchase Warrants will be issued. Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, Warrant sold as part of the Public Units in the IPO (“Public Warrants”) 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 thirty (30) days after the Business Combination Closing and 12 months from the IPO Closing, and will expire at 5:00 p.m., New York City time, five (5) years after the Business Combination Closing or earlier upon redemption of the private placement warrants by the Company or 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. (iiiii) The Company shall require the Purchaser to purchase the Forward Purchase Units by delivering deliver written notice to the PurchaserPurchaser as early as practicable, and in any case at least five ten (510) Business Days (but in no event more than 20 Business Days prior to the Business Combination Closing) before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the (A) the anticipated date of the Business Combination Closing, (B) the number of Forward Purchase Shares and the corresponding number of Forward Purchase Warrants that the Purchaser shall be required to purchase pursuant to this agreement (the “Number of Forward Purchase Securities”), provided that the FPS Purchase Price shall not exceed the Maximum Amount, (C) the aggregate FPS Purchase Price and (D) instructions for wiring the FPS Purchase Price to an account (the “Escrow Account”) of a third-party escrow agent, which shall (unless the parties shall otherwise mutually determine) be the Company’s transfer agent (the “Escrow Agent”), pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). Two (2) Business Days before the Business Combination Closing, specifying the anticipated 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 (specified in such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Datewritten notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such written notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within seven (7) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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.

Appears in 1 contract

Samples: Subscription and Fpa Commitment Agreement (Compass Digital Acquisition Corp.)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 the Forward Purchase Units Shares and the Forward Purchase Warrants for a an aggregate purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate 75,000,000 (the “Forward FPS Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Public Units in the IPO (“Public Warrants”), 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 redemption or 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 Securities by delivering notice to the Purchaser, at least five ten (510) Business Days before the Business Combination Closingfunding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing and instructions for wiring the Forward FPS Purchase Price. The closing Price to an account of the sale of Forward Purchase Units a third-party escrow agent (the “Forward ClosingEscrow Account”) which shall be held on the same date and immediately prior to the Business Combination Closing Company’s transfer agent (such date being referred to as the “Forward Closing DateEscrow Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least one two (12) Business Day prior to Days before the Forward anticipated date of the Business Combination Closing Datespecified in such notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the Companyaccount specified in such notice, to be held in escrow until pending the Forward Business Combination Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event If the Business Combination Closing does not occur on within thirty (30) days after the date scheduled for closing, Purchaser delivers the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the PurchaserEscrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the 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.

Appears in 1 contract

Samples: Forward Purchase Agreement (Austerlitz Acquisition Corp I)

Forward Purchase Securities. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 3,000,000 Forward Purchase Units for Securities. Each Forward Purchase Security will consist of a Forward Purchase Share and a Forward Purchase Warrant, at a purchase price of $10.00 per Forward Purchase UnitSecurity, or an aggregate purchase price of $25,000,000 in the aggregate 30,000,000 (the “Forward FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued, and upon issuance, will be rounded down to the nearest whole number. (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement WarrantWarrant sold as part of the Units in the IPO (the “Public Warrants”), 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, 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 redemption or 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 Securities pursuant to Section 1(a)(i) hereof by delivering notice to the Purchaser, at least five (5) Business Days before the Business Combination Closingfunding of the FPS Purchase Price to an account specified by the Company, specifying the anticipated date of the Business Combination Closing Closing, the aggregate purchase price for the Forward Purchase Securities to be purchased by the Purchaser 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 escrow until the Forward Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward FPS Purchase Price to the Purchaser. 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 an account designated by law or regulation to close in the City of New York, New York.the

Appears in 1 contract

Samples: Forward Purchase Agreement (Skydeck Acquisition Corp.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!