Forward Purchase Shares. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 2,000,000 Forward Purchase Shares, at a purchase price of $10.00 per Forward Purchase Share, or an aggregate purchase price of up to $20,000,000 (the “FPS Purchase Price”).
(ii) The Company shall have the option, exercisable in its sole discretion, to request that the Purchaser purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering written notice of such election (the “Company Election Notice”) to the Purchaser, at least ten (10) Business Days before the funding of the FPS Purchase Price to an account specified by the Company. The Company Election Notice shall specify the anticipated date of the Business Combination Closing, the number of the Forward Purchase Shares it is requesting that the Purchaser purchase, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. Subject to the Purchaser first receiving internal investment committee approval to purchase such Forward Purchase Shares, the Purchaser shall thereafter purchase such Forward Purchase Shares on the terms set forth in this Section 1(a)(ii). Except in the event that Purchaser has not received internal investment committee approval to purchase such Forward Purchase Securities two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice (the “Purchase Deadline”), the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice on or before the Purchase Deadline, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate 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, except in the event that Purchaser has not received internal investment committee...
Forward Purchase Shares. (i) Subject to Sections 1(a)(ii), (iii), and (iv) hereof, the Company shall issue and sell to the Purchaser or Purchasers, determined as set forth in Section 1(a)(ii)(B) hereof, and the Purchaser or Purchasers shall purchase from the Company, up to an aggregate maximum of 7,500,000 Forward Purchase Shares (the “Maximum Shares”), for a purchase price of $10.00 per Forward Purchase Share (the “Forward Purchase Price”), or up to a maximum of $75,000,000 in the aggregate.
(ii) The number of Forward Purchase Shares to be issued and sold by the Company and purchased by each Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than fifteen (15) Business Days prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Advisor with notice (the “Initial Company Notice”) of the number of Forward Purchase Shares desired to be issued and sold by the Company pursuant to this Agreement. Such number of Forward Purchase Shares shall be determined by the Company, in its sole discretion, based on, but not limited to, the Cash Requirements and the Available Cash; provided, however, that such number shall in no event exceed the Maximum Shares. Following delivery of the Initial Company Notice, the Company shall provide the Advisor with such other information as the Advisor (or any applicable Transferee pursuant to Section 6(b) hereof) may reasonably request so that the Advisor may appropriately determine the allocation of the Forward Purchase Shares pursuant to Section 1(a)(ii)(C) hereof.
(B) Subject to Section 1(a)(ii)(C) hereof, within ten (10) Business Days after receipt of the Initial Company Notice, the Advisor shall (i) allocate to one or more Clients or, in lieu of allocating to a Client, assign to one or more third parties (together with the Clients, the “Purchasers” and individually, a “Purchaser”), in whole or in part, the obligation to purchase the Forward Purchase Shares set forth in the Initial Company Notice and (ii) provide the Company with notice (the “Initial Purchaser Notice”) of the identity of each Purchaser and the number of Forward Purchase Shares it has allocated or assigned to each Purchaser pursuant to this Agreement, if any, which shall not exceed the Maximum Shares. Upon such allocation or assignment:
1. such Purchaser shall execute a signature page to this Agreement, substantially in the form attached as Exhibit A hereto (a “Purchaser Joinder”), which shall refle...
Forward Purchase Shares. The Forward Purchase Shares have been duly authorized and, if and when issued and delivered against payment for the Forward Purchase Shares by the Forward Purchaser pursuant to the Forward Purchase Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Forward Purchase Shares are not and will not be subject to personal liability by reason of being such holders; such Forward Purchase Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.
Forward Purchase Shares. The Forward Purchase Shares have been duly authorized and, when issued and delivered against payment for the Forward Purchase Shares by the Forward Purchase Investors pursuant to the Forward Purchase Agreements and will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other similar contractual rights granted by the Company.
Forward Purchase Shares. Parent shall issue and sell to the Purchasing Party, and the Purchasing Party shall purchase from Parent, a number of Parent Ordinary Shares (the “Forward Purchase Shares”) equal to (a) (i) $10,000,000 minus (ii) the aggregate dollar amount paid by the Purchasing Party to purchase Parent Ordinary Shares having redemption rights following the date hereof until immediately prior to the Share Purchase Closing that the Purchasing Party continues to directly own at such time (the “Market Transaction Shares”), divided by (b) $10.00 (the “Per Share Price”). For the avoidance of doubt, in no event shall the aggregate amount of funds received by Parent in respect of the Forward Purchase Shares, when taken together with funds that continue to be held in the Trust Account at the Merger Closing in respect of the Market Transaction Shares, be less than $10,000,000.
Forward Purchase Shares. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company 2,500,000 Class A Shares (the “Forward Purchase Shares”) for an aggregate purchase price of $10.00 per share (the “Forward Purchase Price”), or $25,000,000 in the aggregate.
(ii) The Company shall require the Purchaser to purchase the Forward Purchase Shares 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, the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Shares (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”). No later than 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 Shares 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
Forward Purchase Shares. (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, that number of Class A Shares (the “Forward Purchase Shares”), up to a maximum of 2,500,000 Class A Shares (the “Maximum Shares”), in the respective percentage set forth opposite such Purchaser’s name in the chart set forth below in this Section 1(a), for an aggregate purchase price of $10.00 per Forward Purchase Share (the “Forward Purchase Price”), or up to a maximum of $25,000,000 in the aggregate. Xxxxxx Ventures SPAC Sponsor LLC 100 %
(ii) The number of Forward Purchase Shares 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 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) and any other financing source obtained by the Company for such purpose at or prior to the consummation of the initial Business Combination, 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 purchased hereunder exceed the Maximum Shares.
(iii) Each Forward Purchase Share will have the same terms as each Private Placement Share. The Forward Purchase Shares will be non- redeemable so long as they are held by the Purchaser or its Permitted Transferees (as defined below). If the Forward Purchase Shares are held by Persons (as defined below) other than the Purchaser or its Permitted Transferees, the Forward Purchase Shares will have the same terms as the Public Shares.
(iv) The Company shall require the Purchaser to purchase the Forward Purchase Shares by delivering notice to the Purchaser, at least five (5) Business Days before the Business Combination Closing, specifying the number of Forward Purchase Shares the Purchaser is required to purchase, the date of the Business Combination Closing, the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Shares (the “Forw...
Forward Purchase Shares. (i). Committed Purchase. Immediately prior to the Business Combination Closing, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of $100,000,000 of Forward Purchase Shares (10,000,000 Forward Purchase Shares) (the “Committed Purchase”) upon written notice from the Company to the Purchaser specifying instructions for wiring the Committed Purchase Price and the anticipated date of Business Combination Closing, as promptly as practicable after the date hereof
Forward Purchase Shares. (i) The Company shall issue and sell to the Purchasers, severally and not jointly, and the Purchasers shall purchase from the Company, at a price of $10.00 per Forward Purchase Share (the “Per Share Consideration”), an aggregate of [ ] Forward Purchase Shares (the “Maximum Share Number”), with the allocation of the Forward Purchase Shares among the Purchasers to be determined by the Adviser, in its sole discretion (the “Adviser Allocation”); provided that, if the value of 5.0% of the Purchasers’ Net Asset Value (the “Maximum Investment”) is less than $[], the Purchasers shall only be obligated to purchase from the Company, in the aggregate, the number of Forward Purchase Shares equal to the Maximum Investment divided by the Per Share Consideration, with the Adviser Allocation determined by the Adviser, in its sole discretion (such adjustment, the “NAV Adjustment”). “Net Asset Value” means the aggregate net asset value of the Purchasers as identified by the Adviser as of the nearest practical date prior to the Business Combination Closing.
Forward Purchase Shares. (i) Subject to Sections 1(a)(ii), (iii), (iv) and (v) and the other terms and conditions set forth herein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, either directly or through one or more of its Affiliates pursuant to Section 4(b), up to a maximum of 2,500,000 Forward Purchase Shares (the “Maximum Shares”) for a purchase price of $10.00 USD per Forward Purchase Share; provided, that the purchase price per Forward Purchase Share may be reduced to $9.20 USD per Forward Purchase Share for all or part of the Forward Purchase Shares that are purchased or further reduced to below $9.20 USD per Forward Purchase Share for all or part of the Forward Purchase Shares that are purchased in the manner set forth in the immediately following sentence (the aggregate purchase price for the Forward Purchase Shares at the purchase price per Forward Purchase Share determined in such manner being referred to herein as the “Forward Purchase Price”), or up to $25,000,000 USD in the aggregate if all of the Forward Purchase Shares are purchased at $10.00 USD per Forward Purchase Share (or up to $23,000,000 USD in the aggregate if all of the Forward Purchase Shares are purchased at $9.20 USD per Forward Purchase Share). If the Forward Purchase Price calculated at a price per Forward Purchase Share equal to $10.00 USD is at least equal to the lesser of (i) $10,000,000 USD or (ii) 10% of the aggregate purchase price paid by the purchasers of the Company’s Class A common stock in private placements for the purchase of the Company’s Class A common stock that occur prior to or on the date of the Business Combination Closing (“PIPEs”) including, without limitation, the purchase of the Forward Purchase Shares by the Company and its Affiliates and the purchase of forward purchase shares by any other forward purchasers and their respective Affiliates pursuant to their forward purchase agreements assuming a price per Forward Purchase Share of $10.00 USD in making such calculation, then the Forward Purchase Price shall be calculated at a price per Forward Purchase Share equal to $9.20 USD (the “Discounted Purchase Price”); provided, further, that the Discounted Purchase Price may be reduced to below $9.20 USD per Forward Purchase Share if the Company engages in one or more PIPEs in which the Company sells Class A Common Stock at an effective price (the “PIPE Price”) of less than $9.20 per Forward Purchase Share in the manner set fort...
