Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate maximum of 30,000,000 Forward Purchase Units (the “Maximum Units”), for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 in the aggregate. 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, mutatis mutandis. (ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows: (A) As soon as reasonably practicable, but in no event less than five (5) Business Days prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. 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. (B) 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 as to the number of Forward Purchase Units it wishes to purchase pursuant to this Agreement which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement. (iii) At least two (2) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement; (B) the anticipated date of the Business Combination Closing; and (C) instructions for wiring the Forward Purchase Price. (iv) 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 Units 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 less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice. (v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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 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 4 contracts
Samples: Forward Purchase Agreement (ScION Tech Growth II), Forward Purchase Agreement (ScION Tech Growth II), Forward Purchase Agreement (ScION Tech Growth I)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate a maximum of 30,000,000 5,000,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 50,000,000 in the aggregate. 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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five ten (510) Business Days prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. 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 requestrequest so that the Purchaser (or such Transferee) may seek the approval of its investment committee to consummate the purchase of the Forward Purchase Units hereunder.
(B) 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 Units it wishes to purchase pursuant to this Agreement Agreement, if any, which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement.
(iii) At least two (2) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(iv) 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 Units 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 less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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) 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 or be closed in the City of New York, New York; provided, however, for clarification, commercial banks in the City of New York shall not be deemed to be authorized or required by law or regulation to close or be closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are open for use by customers on such day.
Appears in 4 contracts
Samples: Forward Purchase Agreement (Hudson Executive Investment Corp. III), Forward Purchase Agreement (Hudson Executive Investment Corp. III), Forward Purchase Agreement (Hudson Executive Investment Corp. II)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate a maximum of 30,000,000 10,000,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 100,000,000 in the aggregate. Each Forward Purchase Warrant and its underlying Series A Share will have the same terms as each Private Placement Warrant, the Warrants and their underlying Series A Shares to be issued in the IPO. Each Forward Purchase Warrant 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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five ten (510) Business Days prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. 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.
(B) 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 as to the number of Forward Purchase Units it wishes to purchase pursuant to this Agreement which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement.;
(iii) At least two (2) Business Days before the Business Combination Partnering Transaction Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, of the number of Forward Purchase Units that it desires requires the Purchaser to purchase pursuant to this Agreement;
(B) the anticipated date of the Business Combination Partnering Transaction Closing; and
(C) instructions for wiring the Forward Purchase Price.
(iv) At least one (1) Business Day before In the Business Combination Closingevent that any Definitive Agreement is terminated or the transaction contemplated thereby is abandoned, the Purchaser shall provide the Company with an updated notice procedures completed pursuant to clause (the “Final Purchaser Notice”ii) of and (iii) above to determine the number of Forward Purchase Units it will to be obligated to purchase pursuant to this Agreement, purchased by the Purchaser in connection with no further notification or confirmation necessary from such Definitive Agreement shall be disregarded and the provisions of clause (ii) and clause (iii) above must be separately completed for each Definitive Agreement entered into by the Company, which number shall not be less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 Partnering Transaction Closing does not occur 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 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 (Post Holdings Partnering Corp), Forward Purchase Agreement (Post Holdings Partnering Corp), Forward Purchase Agreement (Post Holdings Partnering Corp)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate a maximum of 30,000,000 5,000,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 USD per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 50,000,000 USD in the aggregate. 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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five twenty (520) Business Days prior after the Company has identified a target for the Business Combination and that target has indicated a willingness to enter into definitive negotiations for the Company’s entry into the Definitive AgreementBusiness Combination, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires to offer the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. Following Along with delivery of the Initial Company Notice, the Company shall provide the Purchaser with all pertinent information related to the Business Combination, including: (1) the identity of the counterparty or parties to the Business Combination (the “Target”); (2) the complete terms of the Business Combination; (3) the proposed timeline for the Business Combination; and (4) such other information as the Purchaser (or any applicable Transferee pursuant to Section 4(b) hereof) may reasonably request. The Company shall keep the Purchaser informed of the progress of the negotiations with the target of the Business Combination, and shall regularly update the information provided to the Purchaser as may be necessary to keep the Purchaser fully informed of the status of the target and the Business Combination.
(B) Within five The Company shall inform the Purchaser of the entry into definitive agreements with the Target for the Business Combination. Prior to the later of twenty (520) Business Days after receipt of this notification to the Initial Company NoticePurchaser or twenty (20) business days before the Business Combination Closing, the Purchaser shall provide the Company with notice (of its decision to purchase any of Forward Purchase Units, and, in the “Initial Purchaser Notice”) of event that it decides to purchase any Forward Purchase Units, the decision as to the number amount of Forward Purchase Units it wishes that the Purchaser intends to purchase pursuant to this Agreement which shall not be less than the Minimum Units nor exceed the Maximum Units, which purchase. Such notice shall constitute the binding obligation of the Purchaser to purchase such number of the Forward Purchase UnitsUnits indicated in its notice to the Company, subject to the terms and conditions of this Agreement. The determination of the Purchaser as to whether, and how much, of the Forward Purchase Units offered to the Purchaser are to be purchased by the Purchaser shall be made in its sole and absolute discretion.
(iii) At least two ten (210) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, determination of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall not exceed the number of Forward Purchase Units indicated on the Purchaser’s notice;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(iv) 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 Units 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 less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and substantially 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow (or any other arrangement agreed between the Company and the Purchaser) until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 within five ten (510) 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 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 (Blue Whale Acquisition Corp I), Forward Purchase Agreement (Blue Whale Acquisition Corp I)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate a maximum of 30,000,000 7,500,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 75,000,000 in the aggregate. 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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five ten (510) Business Days prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. 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 requestrequest so that the Purchaser (or such Transferee) may seek the approval of its investment committee to consummate the purchase of the Forward Purchase Units hereunder.
(B) 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 maximum number of Forward Purchase Units it wishes to purchase pursuant to this Agreement Agreement, if any, which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement.
(iii) At least two (2) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, of the number of Forward Purchase Units that it desires requires the Purchaser to purchase pursuant to this Agreement;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(iv) At least one (1) Business Day before In the Business Combination Closingevent that any Definitive Agreement is terminated or the transaction contemplated thereby is abandoned, the Purchaser shall provide the Company with an updated notice procedures completed pursuant to clause (the “Final Purchaser Notice”ii) of and (iii) above to determine the number of Forward Purchase Units it will to be obligated to purchase pursuant to this Agreement, purchased by the Purchaser in connection with no further notification or confirmation necessary from such Definitive Agreement shall be disregarded and the provisions of clause (ii) and clause (iii) above must be separately completed for each Definitive Agreement entered into by the Company, which number shall not be less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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 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 (Arctos Northstar Acquisition Corp.), Forward Purchase Agreement (Arctos Northstar Acquisition Corp.)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate a maximum of 30,000,000 5,000,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 50,000,000 in the aggregate. 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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five ten (510) Business Days prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. 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 requestrequest so that the Purchaser (or such Transferee) may seek the approval of its investment committee to consummate the purchase of the Forward Purchase Units hereunder.
(B) 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 Units it wishes to purchase pursuant to this Agreement Agreement, if any, which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement.
(iii) At least two (2) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(iv) 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 Units 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 less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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 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 (Hudson Executive Investment Corp.), Forward Purchase Agreement (Hudson Executive Investment Corp.)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate a maximum of 30,000,000 1,000,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 10,000,000 in the aggregate. 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 American Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five ten (510) Business Days (as defined below) prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. 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 requestrequest so that the Purchaser (or such Transferee) may seek the approval of its board of directors, board of managers, members, investment committee or other governing body to consummate the purchase of the Forward Purchase Units hereunder.
(B) 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 board of directors, board of managers, members, investment committee or other governing body as to the maximum number of Forward Purchase Units it wishes to purchase pursuant to this Agreement Agreement, if any, which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement.
(iii) At least two (2) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, of the number of Forward Purchase Units that it desires requires the Purchaser to purchase pursuant to this Agreement, which shall not be greater than the maximum number of Forward Purchase Units specified in the Initial Purchase Notice;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(iv) At least one (1) Business Day before In the Business Combination Closingevent that any Definitive Agreement is terminated or the transaction contemplated thereby is abandoned, the Purchaser shall provide the Company with an updated notice procedures completed pursuant to clause (the “Final Purchaser Notice”ii) of and (iii) above to determine the number of Forward Purchase Units it will to be obligated to purchase pursuant to this Agreement, purchased by the Purchaser in connection with no further notification or confirmation necessary from such Definitive Agreement shall be disregarded and the provisions of clause (ii) and clause (iii) above must be separately completed for each Definitive Agreement entered into by the Company, which number shall not be less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and concurrently with 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to At the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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 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 (Integrated Rail & Resources Acquisition Corp)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate a maximum of 30,000,000 9,000,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 USD per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 90,000,000 USD in the aggregate. 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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five twenty (520) Business Days prior after the Company has identified a target for the Business Combination and that target has indicated a willingness to enter into definitive negotiations for the Company’s entry into the Definitive AgreementBusiness Combination, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires to offer the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. Following Along with delivery of the Initial Company Notice, the Company shall provide the Purchaser with all pertinent information related to the Business Combination, including: (1) the identity of the counterparty or parties to the Business Combination (the “Target”); (2) audited financial documents (at a minimum, income statements, balance sheets, statements of cash flow, and general ledgers) of the Target for each fiscal for each of the previous five (5) fiscal years (if such audited financial documents are reasonably obtainable by the Company; if audited financial documents are not reasonably obtainable, then unaudited financial documents); (3) audited financial documents (at a minimum, income statements, balance sheets, statements of cash flow, and general ledgers) of the Company since its inception (if such audited financial documents are reasonably obtainable by the Company; if audited financial documents are not reasonably obtainable, then unaudited financial documents); (4) the complete terms of the Business Combination (including identification of other Forward Purchase Agreements and the amounts thereof, any debt being utilized by the Company in furtherance of the Business Combination, and capitalization tables for the Company immediately prior to and following the Business Combination); (5) the proposed timeline for the Business Combination; and (6) such other information as the Purchaser (or any applicable Transferee pursuant to Section 4(b) hereof) may reasonably request. The Company shall keep the Purchaser informed of the progress of the negotiations with the target of the Business Combination, and shall regularly update the information provided to the Purchaser as may be necessary to keep the Purchaser fully informed of the status of the target and the Business Combination.
(B) Within five The Company shall inform the Purchaser of the entry into definitive agreements with the Target for the Business Combination. Prior to the later of twenty (520) Business Days after receipt of this notification to the Initial Company NoticePurchaser or twenty (20) business days before the Business Combination Closing, the Purchaser shall provide the Company with notice (the “Initial Purchaser Notice”) of the decision of its investment committee as to the number approval or non-approval of the purchase of Forward Purchase Units, and, in the case of approval, the amount of Forward Purchase Units it wishes that the Purchaser intends to purchase pursuant to purchase. If approved, this Agreement which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of the Forward Purchase UnitsUnits indicated in its notice to the Company, subject to the terms and conditions of this Agreement. The determination of the Purchaser’s investment committee as to whether, and how much, of the Forward Purchase Units offered to the Purchaser are to be purchased by the Purchaser shall be made in the committee’s sole and absolute discretion.
(iii) At least two ten (210) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, determination of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall not exceed the number of Forward Purchase Units indicated on the Purchaser’s notice of the decision of its investment committee;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(iv) 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 Units 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 less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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 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 (Ascendant Digital Acquisition Corp. III)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate a maximum of 30,000,000 4,000,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 40,000,000 in the aggregate. 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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five ten (510) Business Days prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. 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 requestrequest so that the Purchaser (or such Transferee) may seek the approval of its investment committee to consummate the purchase of the Forward Purchase Units hereunder.
(B) 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 maximum number of Forward Purchase Units it wishes to purchase pursuant to this Agreement Agreement, if any, which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement.
(iii) At least two (2) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, of the number of Forward Purchase Units that it desires requires the Purchaser to purchase pursuant to this Agreement;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(iv) At least one (1) Business Day before In the Business Combination Closingevent that any Definitive Agreement is terminated or the transaction contemplated thereby is abandoned, the Purchaser shall provide the Company with an updated notice procedures completed pursuant to clause (the “Final Purchaser Notice”ii) of and (iii) above to determine the number of Forward Purchase Units it will to be obligated to purchase pursuant to this Agreement, purchased by the Purchaser in connection with no further notification or confirmation necessary from such Definitive Agreement shall be disregarded and the provisions of clause (ii) and clause (iii) above must be separately completed for each Definitive Agreement entered into by the Company, which number shall not be less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the its Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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 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
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate a maximum of 30,000,000 5,000,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 50,000,000 in the aggregate. 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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five at least ten (510) Business Days prior to the Company’s entry into the Definitive AgreementBusiness Combination Closing, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. 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 requestrequest so that the Purchaser (or such Transferee) may seek the approval of its investment committee to consummate the purchase of the Forward Purchase Units hereunder.
(B) 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 Units it wishes to purchase pursuant to this Agreement Agreement, if any, which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement.
(iii) At least two (2) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(iv) 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 Units 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 less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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 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 or be closed in the City of New York, New York; provided, however, for clarification, commercial banks in the City of New York shall not be deemed to be authorized or required by law or regulation to close or be closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are open for use by customers on such day.
Appears in 1 contract
Samples: Forward Purchase Agreement (Inflection Point Acquisition Corp.)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate a maximum of 30,000,000 7,500,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 75,000,000 in the aggregate. 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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five ten (510) Business Days (as defined below) prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. 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 requestrequest so that the Purchaser (or such Transferee) may seek the approval of its board of directors, board of managers, members, investment committee or other governing body to consummate the purchase of the Forward Purchase Units hereunder.
(B) 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 board of directors, board of managers, members, investment committee or other governing body as to the maximum number of Forward Purchase Units it wishes to purchase pursuant to this Agreement Agreement, if any, which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement.
(iii) At least two (2) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, of the number of Forward Purchase Units that it desires requires the Purchaser to purchase pursuant to this Agreement;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(iv) At least one (1) Business Day before In the Business Combination Closingevent that any Definitive Agreement is terminated or the transaction contemplated thereby is abandoned, the Purchaser shall provide the Company with an updated notice procedures completed pursuant to clause (the “Final Purchaser Notice”ii) of and (iii) above to determine the number of Forward Purchase Units it will to be obligated to purchase pursuant to this Agreement, purchased by the Purchaser in connection with no further notification or confirmation necessary from such Definitive Agreement shall be disregarded and the provisions of clause (ii) and clause (iii) above must be separately completed for each Definitive Agreement entered into by the Company, which number shall not be less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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 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 (Tetragon Acquisition Corp I)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate a maximum of 30,000,000 25,000,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 USD per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 250,000,000 USD in the aggregate. 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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five twenty (520) Business Days prior after the Company has identified a target for the Business Combination and that target has indicated a willingness to enter into definitive negotiations for the Company’s entry into the Definitive AgreementBusiness Combination, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires to offer the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. Following Along with delivery of the Initial Company Notice, the Company shall provide the Purchaser with all pertinent information related to the Business Combination, including: (1) the identity of the counterparty or parties to the Business Combination (the “Target”); (2) audited financial documents (at a minimum, income statements, balance sheets, statements of cash flow, and general ledgers) of the Target for each fiscal for each of the previous five (5) fiscal years (if such audited financial documents are reasonably obtainable by the Company; if audited financial documents are not reasonably obtainable, then unaudited financial documents); (3) audited financial documents (at a minimum, income statements, balance sheets, statements of cash flow, and general ledgers) of the Company since its inception (if such audited financial documents are reasonably obtainable by the Company; if audited financial documents are not reasonably obtainable, then unaudited financial documents); (4) the complete terms of the Business Combination (including identification of other Forward Purchase Agreements and the amounts thereof, any debt being utilized by the Company in furtherance of the Business Combination, and capitalization tables for the Company immediately prior to and following the Business Combination); (5) the proposed timeline for the Business Combination; and (6) such other information as the Purchaser (or any applicable Transferee pursuant to Section 4(b) hereof) may reasonably request. The Company shall keep the Purchaser informed of the progress of the negotiations with the target of the Business Combination, and shall regularly update the information provided to the Purchaser as may be necessary to keep the Purchaser fully informed of the status of the target and the Business Combination.
(B) Within five The Company shall inform the Purchaser of the entry into definitive agreements with the Target for the Business Combination. Prior to the later of twenty (520) Business Days after receipt of this notification to the Initial Company NoticePurchaser or twenty (20) business days before the Business Combination Closing, the Purchaser shall provide the Company with notice (the “Initial Purchaser Notice”) of the decision of its investment committee as to the number approval or non-approval of the purchase of Forward Purchase Units, and, in the case of approval, the amount of Forward Purchase Units it wishes that the Purchaser intends to purchase pursuant to purchase. If approved, this Agreement which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of the Forward Purchase UnitsUnits indicated in its notice to the Company, subject to the terms and conditions of this Agreement. The determination of the Purchaser’s investment committee as to whether, and how much, of the Forward Purchase Units offered to the Purchaser are to be purchased by the Purchaser shall be made in the committee’s sole and absolute discretion.
(iii) At least two ten (210) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, determination of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall not exceed the number of Forward Purchase Units indicated on the Purchaser’s notice of the decision of its investment committee;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(iv) 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 Units 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 less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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 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 (Ascendant Digital Acquisition Corp.)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate maximum of 30,000,000 5,000,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 50,000,000 in the aggregate. .
(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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(Aiii) As soon as reasonably practicable, but in no event less than five ten (510) Business Days (as defined below) prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase the Maximum Units pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. 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 requestrequest so that the Purchaser (or such Transferee) may seek the approval of its board of directors, board of managers, members, investment committee or other governing body to consummate the purchase of the Forward Purchase Units hereunder.
(BA) 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 board of directors, board of managers, members, investment committee or other governing body as whether it is authorized to purchase the number of Forward Purchase Units it wishes to purchase pursuant to this Agreement which shall not be less than Agreement, where the Minimum Units nor exceed the Maximum Unitsnotice states that approval has been granted, which such notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement. In the event that approval has not been granted, there shall be no obligation to Purchase the Forward Purchase Securities with respect to such initial Business Combination.
(iiiiv) At In the event that the notice provided in clause (iii)(A) provides that approval was granted, at least two three (23) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, of the number of aggregate Forward Purchase Units that it desires the Purchaser to purchase pursuant to this AgreementPrice;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(ivv) At least one In the event that any Definitive Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed pursuant to clause (1iii) Business Day before the above to determine shall apply de novo to any future or subsequent initial Business Combination Closing, the Purchaser shall provide the Company with an updated notice (the “Final Purchaser Notice”) of the number of Forward Purchase Units 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 less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified may enter into in the Final Company Noticelieu thereof.
(vvi) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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 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 (Rigel Resource Acquisition Corp.)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 4,500,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate maximum of 30,000,000 Forward Purchase Units (the “Maximum Units”), for a purchase price of $10.00 USD per Forward Purchase Unit (the aggregate purchase price, the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 in the aggregate. 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, mutatis mutandis.
(ii) The Notwithstanding anything to the contrary herein, the Purchaser shall not be obligated to purchase a number of Forward Purchase Units that would result in the Purchaser, together with Sphera SPAC, Limited Partnership (the “Sphera Sponsor”) and any of their respective affiliates or any other entity that may be considered to be acting as a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1933, as amended, and Rule 13d-5(b)(1) thereunder) with the Purchaser or the Sphera Sponsor, being (or being deemed to be) the beneficial owner of more than 4.99% of the equity securities of the Company (or any successor thereof) immediately following the Business Combination Closing (the “Ownership Cap”).
(iii) At least ten (10) Business Days before the anticipated date of the Business Combination Closing, the Company shall provide the Purchaser with a written notice (the “Forward Notice”) setting forth: (A) the anticipated date of the Business Combination Closing; (B) instructions for wiring the Forward Purchase Price; (C) the number of equity securities of the Company to be outstanding on the date of the Business Combination Closing (after giving effect thereto); and (D) the number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five (5) Business Days prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this AgreementPurchaser, which shall be equal to its good faith estimate of that number which, after payment the lesser of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; Ownership Cap and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. 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.
(B) 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 as to the number of Forward Purchase Units it wishes to purchase pursuant to this Agreement which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement.
(iii) At least two (2) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price4,500,000.
(iv) 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 Units 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 less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and concurrently with the Business Combination Closing (such date being referred to as the “Forward Closing Date”). At least one two (12) Business Day Days prior to the Forward Closing Dateanticipated date of the Business Combination Closing, the Purchaser shall deliver to the Company the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice the Forward Notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 within five (5) Business Days of the anticipated date scheduled for closingof the Business Combination Closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one two (12) Business Day Days 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 (Israel Amplify Program Corp.)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate a maximum of 30,000,000 8,000,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 80,000,000 in the aggregate. 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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five ten (510) Business Days prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. 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(b4(c) hereof) may reasonably requestrequest so that the Purchaser (or such Transferee) may seek the approval of its investment committee to consummate the purchase of the Forward Purchase Units hereunder.
(B) 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 Xxxxx Capital Management LLC as to the number of Forward Purchase Units it wishes to purchase pursuant to this Agreement Agreement, if any, which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement.
(iii) At least two (2) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(iv) 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 Units 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 less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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 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 (Mason Industrial Technology, Inc.)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate a maximum of 30,000,000 9,000,000 Forward Purchase Units (the “Maximum Units”), each consisting of one Class A Share (the “Forward Purchase Shares”) and one-half of one redeemable warrant (the “Forward Purchase Warrants” and, together with the “Forward Purchase Units, the Forward Purchase Warrants and the Class A Shares underlying the Forward Purchase Warrants, the “Forward Purchase Securities”), for a purchase price of $10.00 USD per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 90,000,000 USD in the aggregate. 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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five twenty (520) Business Days prior after the Company has identified a target for the Business Combination and that target has indicated a willingness to enter into definitive negotiations for the Company’s entry into the Definitive AgreementBusiness Combination, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires to offer the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. Following Along with delivery of the Initial Company Notice, the Company shall provide the Purchaser with all pertinent information related to the Business Combination, including: (1) the identity of the counterparty or parties to the Business Combination (the “Target”); (2) audited financial documents (at a minimum, income statements, balance sheets, statements of cash flow, and general ledgers) of the Target for each fiscal for each of the previous five (5) fiscal years (if such audited financial documents are reasonably obtainable by the Company; if audited financial documents are not reasonably obtainable, then unaudited financial documents); (3) audited financial documents (at a minimum, income statements, balance sheets, statements of cash flow, and general ledgers) of the Company since its inception (if such audited financial documents are reasonably obtainable by the Company; if audited financial documents are not reasonably obtainable, then unaudited financial documents); (4) the complete terms of the Business Combination (including identification of other Forward Purchase Agreements and the amounts thereof, any debt being utilized by the Company in furtherance of the Business Combination, and capitalization tables for the Company immediately prior to and following the Business Combination); (5) the proposed timeline for the Business Combination; and (6) such other information as the Purchaser (or any applicable Transferee pursuant to Section 4(b) hereof) may reasonably request. The Company shall keep the Purchaser informed of the progress of the negotiations with the target of the Business Combination, and shall regularly update the information provided to the Purchaser as may be necessary to keep the Purchaser fully informed of the status of the target and the Business Combination.
(B) Within five The Company shall inform the Purchaser of the entry into definitive agreements with the Target for the Business Combination. Prior to the later of twenty (520) Business Days after receipt of this notification to the Initial Company NoticePurchaser or twenty (20) business days before the Business Combination Closing, the Purchaser shall provide the Company with notice (the “Initial Purchaser Notice”) of the decision of its investment committee as to the number approval or non-approval of the purchase of Forward Purchase Units, and, in the case of approval, the amount of Forward Purchase Units it wishes that the Purchaser intends to purchase pursuant to purchase. If approved, this Agreement which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of the Forward Purchase UnitsUnits indicated in its notice to the Company, subject to the terms and conditions of this Agreement. The determination of the Purchaser’s investment committee as to whether, and how much, of the Forward Purchase Units offered to the Purchaser are to be purchased by the Purchaser shall be made in the committee’s sole and absolute discretion.
(iii) At least two ten (210) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, determination of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall not exceed the number of Forward Purchase Units indicated on the Purchaser’s notice of the decision of its investment committee;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(iv) 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 Units 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 less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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 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 (Ascendant Digital Acquisition Corp. III)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least in the aggregate, 10,000,000 Forward Purchase Units (the “Minimum Units”, or such lesser amount calculated in accordance with Section 1(a)(ii) and, at the option of the Purchaser, up to an aggregate maximum of 30,000,000 Forward Purchase Units (the “Maximum Units”)below, for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 in the aggregateUnit. 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 IPOIPO (the “Warrant Agreement”), mutatis mutandis. 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 30 days after the Business Combination 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.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder hereunder, and the aggregate purchase price to be paid for the Forward Purchase Units, shall be determined as follows:
(A) As soon as reasonably practicable, but in A. In no event less later than five twenty (520) Business Days prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds contemplated counterparty to the Company equal to the amount of funds necessary for the Company to satisfy Definitive Agreement and the Cash Requirements less for the Available Cash; provided, however, that such number shall in no event be less than consummation of the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum UnitsBusiness Combination. Following delivery of the Initial Company Notice, the Company shall provide the Purchaser with such other information as they may reasonably request so that they may determine the Purchaser (or any applicable Transferee number of Forward Purchase Units to purchase pursuant to Section 4(b) hereof) may reasonably requestthis Agreement and seek the approval of their investment committees with respect thereto.
(B) B. Within five (5) Business Days after receipt of the Initial Company Notice, the Purchaser shall provide the Company with notice (the “Initial Purchaser Purchase Notice”) of the decision as to the aggregate number of Forward Purchase Units it wishes to purchase the Purchaser will acquire pursuant to this Agreement Agreement, if any, which aggregate number shall be no greater than 10,000,000 (the “Final Forward Purchase Amount”), and the aggregate purchase price to be paid by the Purchaser to acquire the Final Forward Purchase Amount or Forward Purchase Units, which shall not be less than the Minimum Units nor exceed product of (x) the Maximum UnitsFinal Forward Purchase Amount multiplied by (y) $10.00 (such product, the “Forward Purchase Price”), which notice shall constitute the binding obligation of the Purchaser to purchase such number purchase, and the Company to sell to the Purchaser, the Final Forward Purchase Amount of Forward Purchase Units, for the Forward Purchase Price, subject to the terms and conditions of this Agreement.
(iii) At least two eleven (211) Business Days before the Business Combination Closing, the Company shall provide the Purchaser with an updated notice (the “Final Company Notice”) includingof:
(A) its determination, based on the actual number of Public Shares validly submitted for redemption or other changes in the Cash Requirements, of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement;
(B) A. the anticipated date of the Business Combination Closing; and
(C) B. instructions for wiring the Forward Purchase Price.
(iv) At least one two (12) Business Day Days before the Business Combination Closing, the Purchaser shall provide the Company with an updated allocation notice (the “Final Purchaser Allocation Notice”) of the number of Forward Purchase Units it will to be obligated purchased, and portion of the Forward Purchase Price to purchase pursuant to this Agreementbe paid, by the Purchaser, with no further notification or confirmation necessary from the Company, which number shall not be less than the lesser of (A) the number aggregate amount of Forward Purchase Units that being the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Final Forward Purchase Units that Amount and the Company desires aggregate amount to be paid being the Purchaser to purchase as specified in the Final Company NoticeForward Purchase Price.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in accordance with the Allocation Notice 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 their nominees in accordance with its their delivery instructions)) in accordance with the Allocation Notice, or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur 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 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 (Motive Capital Corp II)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate a maximum of 30,000,000 8,000,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 80,000,000 in the aggregate. 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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably practicable, but in no event less than five ten (510) Business Days prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. 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(b4(c) hereof) may reasonably requestrequest so that the Purchaser (or such Transferee) may seek the approval of its investment committee to consummate the purchase of the Forward Purchase Units hereunder.
(B) 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 Xxxxx Capital Management LLC as to the number of Forward Purchase Units it wishes to purchase pursuant to this Agreement Agreement, if any, which shall not be less than the Minimum Units nor exceed the Maximum Units, which notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement.
(iii) At least two (2) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this Agreement;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(iv) 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 Units 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 less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified in the Final Company Notice.
(v) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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 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 (Mason Industrial Technology, Inc.)
Forward Purchase Units. (i) Subject to Sections 1(a)(ii), (iiiiv) and (ivv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at least 10,000,000 Forward Purchase Units (the “Minimum Units”) and, at the option of the Purchaser, up to an aggregate maximum of 30,000,000 5,000,000 Forward Purchase Units (the “Maximum Units”), ) for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or a minimum of $100,000,000 in the aggregate or up to a maximum of $300,000,000 50,000,000 in the aggregate. .
(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, mutatis mutandis.
(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(Aiii) As soon as reasonably practicable, but in no event less than five ten (510) Business Days (as defined below) prior to the Company’s entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase the Maximum Units pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event be less than the Minimum Units nor exceed the Maximum Units; and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase up to the Maximum Units. 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 requestrequest so that the Purchaser (or such Transferee) may seek the approval of its board of directors, board of managers, members, investment committee or other governing body to consummate the purchase of the Forward Purchase Units hereunder.
(BA) 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 board of directors, board of managers, members, investment committee or other governing body as whether it is authorized to purchase the number of Forward Purchase Units it wishes to purchase pursuant to this Agreement which shall not be less than Agreement, where the Minimum Units nor exceed the Maximum Unitsnotice states that approval has been granted, which such notice shall constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement. In the event that approval has not been granted, there shall be no obligation to Purchase the Forward Purchase Securities with respect to such initial Business Combination.
(iiiiv) At In the event that the notice provided in clause (iii)(A) provides that approval was granted, at least two three (23) Business Days before the Business Combination Closing, 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 validly submitted for redemption or other changes in the Cash Requirements, of the number of aggregate Forward Purchase Units that it desires the Purchaser to purchase pursuant to this AgreementPrice;
(B) the anticipated date of the Business Combination Closing; and
(C) instructions for wiring the Forward Purchase Price.
(ivv) At least one In the event that any Definitive Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed pursuant to clause (1iii) Business Day before the above to determine shall apply de novo to any future or subsequent initial Business Combination Closing, the Purchaser shall provide the Company with an updated notice (the “Final Purchaser Notice”) of the number of Forward Purchase Units 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 less than the lesser of (A) the number of Forward Purchase Units that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and (B) the number of Forward Purchase Units that the Company desires the Purchaser to purchase as specified may enter into in the Final Company Noticelieu thereof.
(vvi) The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and 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 the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) 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 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 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 (Rigel Resource Acquisition Corp.)
