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.
Appears in 2 contracts
Samples: Forward Purchase Share Agreement (Leafly Holdings, Inc. /DE), Forward Purchase Share Agreement (Leafly Holdings, Inc. /DE)
Forward Share Purchase. Subject to the conditions set forth in Section 54, on August 1, 2022 (the “Put Date”), the Investors Investor may elect to sell and transfer to the Company, and the Company shall purchase from the InvestorsInvestor, the number of Shares that are then held by the InvestorsInvestor, but not to exceed 738,688 1,200,000 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 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 the 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.
Appears in 2 contracts
Samples: Forward Purchase Share Agreement (Leafly Holdings, Inc. /DE), Forward Purchase Share Agreement (Leafly Holdings, Inc. /DE)