Other Forward Purchase Agreements Sample Clauses

Other Forward Purchase Agreements. The Company shall not enter into any Forward Purchase Agreement (or any agreement related thereto or any amendment of any of the foregoing) that (a) provides any purchaser thereunder and its affiliates, taken as a whole, rights to purchase pursuant to a PIPE Transaction equity securities of the Company having terms, or for a per-security price, that are more favorable than the terms of the Forward Purchase Securities and per-security price hereunder, unless the Company offers to modify the terms of this Agreement as necessary to render the terms of the Forward Purchase Securities and per-security price hereunder materially equivalent to such other more favorable terms; or (b) reduces the FPA Offering Amount hereunder to less than the Minimum Amount (other than by reason of proportional reduction of the Minimum Amount in the event that the aggregate dollar amount of the PIPE Transaction is less than $75,000,000).
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Other Forward Purchase Agreements. Except to the extent otherwise agreed in writing by Counterparty, the Company shall not enter into any Forward Purchase Agreement (or any agreement related thereto or any amendment of any of the foregoing) that provides any purchaser thereunder and its affiliates, taken as a whole, rights to purchase pursuant to a PIPE Transaction equity securities of the Company having terms, or for a per-security price, that are more favorable than the terms of the Forward Purchase Securities and per-security price hereunder, unless the Company offers to modify the terms of this Agreement as necessary to render the terms of the Forward Purchase Securities and per-security price hereunder materially equivalent to such other more favorable terms; provided, however, that Counterparty hereby agrees that no rights shall arise under this Section 4.1 or Section 1.3.2 hereof due to (a) rights to appoint observers to meetings of the board of directors of the Company granted to entities whose affiliates (i) are members of the sponsor of the Company and (ii) participating in forward purchase arrangements with the Company similar to this Agreement, or (b) the dollar amount of equity securities of the Company that any other purchaser may be granted priority rights to purchase under a Forward Purchase Agreement, or the grant to any purchaser of priority rights to purchase equity securities under a Forward Purchaser Agreement that any other purchaser under a Forward Purchase Agreement failed to confirm or purchase.
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Related to Other Forward Purchase Agreements

  • Purchase Agreements On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Sponsor as described in Section 1.4.2, and as provided for in such Sponsor Purchase Agreement. The Company and the Representative shall have executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement” and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date and Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Representative as described in Section 1.4.2 and as provided for in such Representative Purchase Agreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Representative have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement Units, and (ii) certain of the proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Repurchase Agreements With respect to all agreements pursuant to which the Company or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, the Company or any of its Subsidiaries, as the case may be, has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and, as of the date hereof, the value of such collateral equals or exceeds the amount of the debt secured thereby.

  • Certain Agreements of the Initial Purchasers Each Initial Purchaser hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) a written communication that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum, (iii) any written communication listed on Annex A or prepared pursuant to Section 4(c) above (including any electronic road show), (iv) any written communication prepared by such Initial Purchaser and approved by the Company in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Purchase Agreement See the introductory paragraphs hereof.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Receivables Purchase Agreement The Receivables Purchase Agreement is supplemented by the addition of the following terms as Section 2.3(d):

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

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