Common use of Forward Share Purchase Clause in Contracts

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, on the date that is 36 15 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 3,000,000 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 shall 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 forfeited its right to sell 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, on the sixty (60) day anniversary of the date that is 36 months after of the BC Closing closing of the Share Purchase (the “Put Share Purchase Closing Date”), the Investors Investor may elect to sell and transfer to the Company, and the Company shall purchase from the InvestorsInvestor, up to that number of Shares that are then held by Investor, and have been continuously held by the InvestorsInvestor since the Share Purchase Closing Date, but not to exceed 4,000,000 125,000 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) $10.41 per Share (the “Shares Purchase Price”). Each Investor will attempt to shall notify the Company and the Escrow Agent (as defined herein) in writing at least five any time during the period commencing fifteen (515) Business Days and ending two (2) Business Days (as defined hereinbelow) prior to the Put sixty (60) day anniversary of the Share Purchase Closing 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 Agreement (each, a “Shares Sale Notice”). Any If Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence sentence, Investor shall be deemed to have sold forfeited its right to sell 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, on the date that is 36 six (6) months after the BC Closing closing date of the Business Combination (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 2,000,000 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) $10.02 per Share (the “Shares Purchase Price”); provided that the Investors shall only be entitled to sell Shares to the Company that were previously tendered by a third party for redemption and purchased by the Investors after the date hereof and prior to the Business Combination Closing Date. Each Investor will attempt to shall 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 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 sold forfeited its right to sell 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.