Common use of Forward Share Purchase Clause in Contracts

Forward Share Purchase. Subject to the conditions set forth in Section 4, on August 1, 2022 (the “Put Date”), the Investor may elect to sell and transfer to the Company, and the Company shall purchase from the Investor, the number of Shares that are then held by the Investor, but not to exceed 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 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)

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Forward Share Purchase. Subject to the conditions set forth in Section 45, on August 1, 2022 (the “Put Date”), the Investor Investors may elect to sell and transfer to the Company, and the Company shall purchase from the InvestorInvestors, the number of Shares that are then held by the InvestorInvestors, but not to exceed 1,200,000 738,688 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 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 the 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 1 contract

Samples: Forward Purchase Share Agreement (Leafly Holdings, Inc. /DE)

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Forward Share Purchase. Subject to the conditions set forth in Section 45, on August 1, 2022 (the “Put Date”), the Investor Investors may elect to sell and transfer to the Company, and the Company shall purchase from the InvestorInvestors, the number of Shares that are then held by the InvestorInvestors, but not to exceed 1,200,000 738,688 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 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 the 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.. EXHIBIT 10.25 EXHIBIT 10.25

Appears in 1 contract

Samples: Forward Purchase Share Agreement (Leafly Holdings, Inc. /DE)

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