Forward Share Purchase. Subject to the conditions set forth in Section 4, on the earlier of (i) the closing of a Business Combination (which AMAO shall provide Investor notice of through dissemination of an 8-K announcing successful shareholder approval of the Business Combination) and (ii) September 22, 2022 (the “Extended Date”), the Investor may elect to sell and transfer to AMAO, and AMAO shall purchase from the Investor, up to 149,850 Shares that have been continuously held by the Investor since the date of this Agreement unless otherwise agreed in writing by all Parties, at an aggregate price per Share equal to $10.35 (the “Shares Purchase Price”), provided, however, that Investor shall not be deemed to be in violation of the requirement to continuously hold the Shares if the Investor sells Shares in the open market at a sale price per Share greater than $10.35 prior to payment of any commissions due by Investor, as evidenced by a broker’s confirmation (“Open Market Sales”) and subsequently purchases Shares, then Investor shall be deemed to have continuously held the Shares that were purchased to replace Shares sold in Open Market Sales. Investor shall notify AMAO and the Escrow Agent (as defined in Section 4(b)(i) hereof) in writing by the means described in any proxy statement describing the redemption offer mechanics no later than the later of (x) five (5) Business Days (as defined below) prior to the Extended Date or (y) the date specified in the proxy statement to deliver redemption notices, whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to AMAO pursuant to this Agreement (each, a “Shares Sale Notice”). Such Shares Sale Notice may specify that Investor is exercising its right with respect to some but not all Shares held by Investor. If Investor fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence, the Investor shall be deemed to have forfeited its right to sell any Shares to AMAO (either directly or in the form of a redemption) pursuant to this Agreement.
Forward Share Purchase. Subject to the conditions set forth in Section 4, on the three (3) month anniversary of the date of the closing of the Business Combination (the “Business Combination Closing Date”), the Investors may each individually elect to sell and transfer to the Company, and the Company shall purchase from each Investor, up to that number of Shares (including any Additional Shares) that are then held by such Investor, and have been continuously held by such Investor since the Business Combination Closing Date, but not to exceed 2,500,000 Shares (including any Additional Shares) in the aggregate between the Investors, unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.15 per Share (the “Shares Purchase Price”). Each Investor shall notify the Company and the Escrow Agent in writing five (5) Business Days (as defined below) prior to the three (3) month anniversary of the Business Combination Closing Date whether or not such Investor is exercising such Investor’s right to sell any of the Shares (including any Additional Shares) held by such Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Company pursuant to this Agreement.
Forward Share Purchase. Subject to the conditions set forth in Section 5, on August 1, 2022 (the “Put Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, the number of Shares that are then held by the Investors, but not to exceed 738,688 Shares in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.31 per Share (the “Shares Purchase Price”). Each Investor shall, notify the Company in writing five (5) Business Days (as defined below) or more prior to the Put Date whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares to the Company pursuant to this Agreement.
Forward Share Purchase. Subject to the conditions set forth in Section 4, on the date that is 36 months after the BC Closing (the “Put Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, up to that number of Shares that are then held by the Investors, but not to exceed 4,000,000 Shares in the aggregate unless otherwise agreed to in writing by all Parties, at a price per Share equal to the Redemption Price (as defined in Section 9.2(a) of the Current Charter) (the “Shares Purchase Price”). Each Investor will attempt to notify the Company and the Escrow Agent (as defined herein) in writing at least five (5) Business Days (as defined herein) prior to the Put Date whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to the Company pursuant to this Agreement; provided that, if the Put Date is accelerated for any reason pursuant to the terms herein, then such notice shall be due promptly after the Investors become aware of such acceleration (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have sold any remaining Shares (less any Retained Shares comprising Maturity Consideration) to the Company pursuant to this Agreement. For the avoidance of doubt, this Agreement shall not apply to any Shares purchased by the Investors after the date of the BC Closing.
Forward Share Purchase. Subject to the conditions set forth in Section 4, KAF shall sell and transfer to the Company, and the Company shall purchase from KAF, up to 1,700,000 Shares that are held by KAF at the closing of the Business Combinations at a per Share price (the “Shares Purchase Price”) equal to (a) $10.30225 per Share, plus, (b) in the event that the Closing Date occurs after September 8, 2021, $0.0846 per Share for each month (prorated for a partial month) following September 8, 2021.
Forward Share Purchase. Subject to the conditions set forth in Section 4, Greenhaven shall sell and transfer to the Company, and the Company shall purchase from Greenhaven, that number of Shares that the Rights (including the Additional Rights (as defined below)) convert into upon the closing of the Business Combination at the following purchase price: (1) $11.00 per Share for the first 196,195 Shares sold to the Company; (2) $10.70 per Share for the next 250,000 Shares sold to the Company; and (3) $10.50 per Share for the next 550,000 Shares sold to the Company (collectively, the “Share Purchase Price”).”
Forward Share Purchase. Subject to the conditions set forth in Section 4, on August 1, 2022 (the “Put Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, all or any portion of the number of Shares that are then held by the Investors, but not to exceed 686,161 Shares in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.16 per Share (the “Shares Purchase Price”). Each Principal Investor shall, notify the Company and the Escrow Agent (as defined below) in writing five (5) Business Days (as defined below) or more prior to the Put Date whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”), and the Escrow Agent and the Company shall each promptly provide written confirmation of the receipt of such Shares Sale Notice. Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares to the Company pursuant to this Agreement.
Forward Share Purchase. Subject to the conditions set forth in Section 4, on August 1, 2022 (the “Put Date”), each Investor may elect to sell and transfer to the Company, and the Company shall purchase from each such Investor, all or any portion of the number of Shares that are then held by each Investor, but not to exceed the amount of Shares with respect to each Investor set forth on Appendix A unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.31 per Share (the “Shares Purchase Price”). Each Investor shall, notify the Company and the Escrow Agent (as defined below) in writing not later than 5:00 p.m. Eastern Time on July 25, 2022 whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”), and the Escrow Agent and the Company shall each promptly provide written confirmation of the receipt of such Shares Sale Notice. Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares to the Company pursuant to this Agreement.
Forward Share Purchase. Subject to the conditions set forth in Section 4, on the three (3) month anniversary of the date of the closing of the Business Combination (the “Business Combination Closing Date”), the Investor may elect to sell and transfer to the Company, and the Company shall purchase from the Investor, up to that number of Shares (including any Additional Shares) that are then held by the Investor, and have been continuously held by the Investor since the Business Combination Closing Date, but not to exceed 2,500,000 Shares (including any Additional Shares) in the aggregate unless otherwise agreed in writing by the Parties, at a price per Share equal to $10.15 per Share (the “Shares Purchase Price”). The Investor shall notify the Company and the Escrow Agent in writing five (5) Business Days (as defined below) prior to the three (3) month anniversary of the Business Combination Closing Date whether or not the Investor is exercising the Investor’s right to sell any of the Shares (including any Additional Shares) held by the Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”). If the Investor fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence, the Investor shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Company pursuant to this Agreement.
Forward Share Purchase. Subject to the conditions set forth in Section 4, KAF shall sell and transfer to the Company, and the Company shall purchase from KAF, that number of Shares that the Rights (including the Additional Rights (as defined below)) convert into upon the closing of the Business Combination at the following purchase price: (1) $1.05 per Right for the first 1,000,000 Rights (which reflects $10.50 per Share for the first 100,000 Shares); and (2) $1.07 per Right for the next 3,329,950 Rights (which reflects $10.70 per Share for the next 332,995 Shares) (collectively, the “Share Purchase Price”).
