Common use of Partial or No Exercise of the Over-allotment Option Clause in Contracts

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 27 contracts

Samples: Artemis Acquisition Corp./De, Virtuoso Acquisition Corp. 2, Artemis Acquisition Corp./De

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Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 26 contracts

Samples: Securities Subscription Agreement (SDCL EDGE Acquisition Corp), Securities Subscription Agreement (Levere Holdings Corp.), Vector Acquisition Corp IV

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 18 contracts

Samples: Twelve Seas Investment Co IV TMT, McLaren Technology Acquisition Corp., Marblegate Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 15 contracts

Samples: Securities Subscription Agreement (BCC Investment Corp.), Sound Point Acquisition Corp I, LTD, Sound Point Acquisition Corp I, LTD

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 375,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 12 contracts

Samples: Fintech Ecosystem Development Corp., TG Venture Acquisition Corp., TG Venture Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 11 contracts

Samples: Roman DBDR Tech Acquisition Corp. III, Roman DBDR Tech Acquisition Corp. II, Atlas Crest Investment Corp. III

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 11 contracts

Samples: Letter Agreement (Shelter Acquisition Corp I), M3-Brigade Acquisition IV Corp., Software Acquisition Group Inc. III

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 10 contracts

Samples: Securities Subscription Agreement (Avista Public Acquisition Corp. II), Subscription Agreement (Freestone Acquisition Corp), Securities Subscription Agreement (L&F Acquisition Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 10 contracts

Samples: Securities Subscription Agreement (Europa Growth Acquisition Co), Subscription Agreement (G Squared Ascend II, Inc.), Securities Subscription Agreement (Anthropos Capital Corp)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 1,875,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 9 contracts

Samples: Securities Subscription Agreement (Pontem Corp), Horizon Acquisition Corp III, Cerberus Telecom Acquisition Corp. II

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 9 contracts

Samples: New Providence Acquisition Corp. III, Climate Real Impact Solutions III Acquisition Corp, Orion Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 9 contracts

Samples: Focus Impact Acquisition Corp., TCG Growth Opportunities Corp., TCG Growth Opportunities Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 375,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any placement Units that are expected to be purchased at the closing of the IPO, Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 8 contracts

Samples: Four Leaf Acquisition Corp, CE Energy Acquisition Corp., Monterey Capital Acquisition Corp

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 937,500 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 8 contracts

Samples: Assignment and Assumption (Holicity Inc.), Aurvandil Acquisition Corp., Foresite Life Sciences Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 7 contracts

Samples: Securities Subscription Agreement (Trinity Acquisition Corp.), Securities Subscription Agreement (Moose Pond Acquisition Corp, NCV I), Securities Subscription Agreement (Powered Brands)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any placement Units that are expected to be purchased at the closing of the IPO, Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 7 contracts

Samples: Blueprint Health Merger Corp., DHB Capital Corp., Mission Advancement Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 150,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Ordinary Shares underlying the private placement units to be issued to the Subscriber or Ordinary Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 7 contracts

Samples: Flag Ship Acquisition Corp, Golden Path Acquisition Corp, Venus Acquisition Corp

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,500,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 7 contracts

Samples: Mason Industrial Technology, Inc., Churchill Capital Corp VI, Monument Circle Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 375,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 7 contracts

Samples: Thimble Point Acquisition Corp. II, Thimble Point Acquisition Corp. II, FS Development Corp. II

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 6 contracts

Samples: Osiris Acquisition Corp., Simon Property Group Acquisition Holdings, Inc., Pine Technology Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 6 contracts

Samples: Securities Subscription Agreement (BOA Acquisition Corp.), Revelstone Capital Acquisition Corp., Cascadia Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 656,250 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 6 contracts

Samples: Letter Agreement (Kensington Capital Acquisition Corp. II), Letter Agreement (Kensington Capital Acquisition Corp.), Letter Agreement (Kensington Capital Acquisition Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 6 contracts

Samples: Subscription Agreement (Hudson Executive Investment Corp. II), Altitude Acquisition Corp. II, Priveterra Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,125,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 6 contracts

Samples: Tishman Speyer Innovation Corp. II, Fusion Acquisition Corp. II, TS Innovation Acquisitions Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares subscribed for and purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 6 contracts

Samples: Securities Subscription Agreement (Acies Acquisition Corp.), Securities Subscription Agreement (Acies Acquisition Corp.), Securities Subscription Agreement (ArcLight Clean Transition Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,312,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 6 contracts

Samples: Conyers Park III Acquisition Corp., Star Peak Corp II, Sports Entertainment Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 1,312,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 6 contracts

Samples: Securities Subscription Agreement (Onyx Acquisition Co. I), Tailwind Two Acquisition Corp., Pioneer Merger Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 375,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Class A Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 5 contracts

Samples: Integrated Wellness Acquisition Corp, Oxbridge Acquisition Corp., Bridgetown Holdings LTD

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares Class A ordinary shares issuable upon exercise of any warrants or any Common Stock Class A ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Class A ordinary shares of the Company immediately following the IPO.

Appears in 5 contracts

Samples: Securities Subscription Agreement (Genesis Growth Tech Acquisition Corp.), Securities Subscription Agreement (Genesis Growth Tech Acquisition Corp.), Securities Subscription Agreement (Avanea Energy Acquisition Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any placement Units that are expected to be purchased at the closing of the IPO, Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 5 contracts

Samples: Forest Road Acquisition Corp. II, Healthcare Merger Corp., FinServ Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber Buyer acknowledges and agrees that it (or, if applicable, it and and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,312,500 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber Buyer (and all other initial stockholders shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 5 contracts

Samples: Securities Subscription Agreement (Agriculture & Natural Solutions Acquisition Corp), Securities Subscription Agreement (Agriculture & Natural Solutions Acquisition Corp), Securities Subscription Agreement (Decarbonization Plus Acquisition Corp V)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 375,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Ordinary Shares underlying the private placement units to be issued to the Subscriber or Ordinary Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 5 contracts

Samples: Assignment, Amendment and Novation Agreement (Giant Oak Acquisition Corp), Giant Oak Acquisition Corp, Flag Ship Acquisition Corp

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Founder Shares (up to an aggregate of 750,000 375,000 Founder Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and any such transferees), collectively with all other initial stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares, not including Founder Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the total number of shares of Common Stock issued and outstanding Shares immediately following in the IPO.

Appears in 5 contracts

Samples: Noble Education Acquisition Corp., Ault Disruptive Technologies Corp, WinVest Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares, subject to the terms of the applicable transfer and assignment agreement) shall forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket will equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPOIPO (in each case, not including Class A Shares issuable upon exercise of any warrants).

Appears in 5 contracts

Samples: Bullpen Parlay Acquisition Co, Bullpen Parlay Acquisition Co, Bullpen Parlay Acquisition Co

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,312,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any placement Units that are expected to be purchased at the closing of the IPO, Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 5 contracts

Samples: Apex Technology Acquisition Corp. II, Epiphany Technology Acquisition Corp., Carney Technology Acquisition Corp. II

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 4 contracts

Samples: ABG Acquisition Corp. I, HealthCor Catalio Acquisition Corp., Oaktree Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Class A Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 4 contracts

Samples: Kairos Acquisition Corp., LCP Acquisition Corp, Alussa Energy Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares shares of Class A common stock (collectively with Class B common stock, the “Common Stock”) issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares shares of Common Stock immediately following the IPO.

Appears in 4 contracts

Samples: Namaste World Acquisition Corp, Namaste World Acquisition Corporation, Atlantic Coastal Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,500,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Class A Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 4 contracts

Samples: Falcon Peak Acquisition Corp., Burgundy Technology Acquisition Corp, TPG Pace Holdings Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Class A Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 4 contracts

Samples: African Gold Acquisition Corporation, Thunder Bridge Acquisition II, LTD, Avista Healthcare Public Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters representative of the underwriter(s) of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including (i) Shares issuable upon exercise of any warrants or (ii) any Common Stock Shares subscribed for and purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 4 contracts

Samples: Securities Subscription Agreement (Tiga Acquisition Corp. III), Securities Subscription Agreement (Tiga Acquisition Corp. III), Securities Subscription Agreement (Tiga Acquisition Corp. II)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 4 contracts

Samples: Securities Subscription Agreement (Gobi Acquisition Corp.), Securities Subscription Agreement (Prime Impact Acquisition I), Artisan Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 468,750 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 4 contracts

Samples: New Providence Acquisition Corp. II, New Providence Acquisition Corp., New Providence Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 656,250 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 4 contracts

Samples: Lefteris Acquisition Corp., Lefteris Acquisition Corp., Hennessy Capital Acquisition Corp II

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares subscribed for and purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 4 contracts

Samples: Securities Subscription Agreement (Acies Acquisition Corp. II), Securities Subscription Agreement (ArcLight Clean Transition Corp.), Victory Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Founder Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Founder Shares (up to an aggregate of 750,000 937,500 Founder Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and any such transferees), collectively with all other initial stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares, not including Founder Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 4 contracts

Samples: Brimstone Acquisition Holdings Corp., Golden Arrow Merger Corp., Advanced Merger Partners, Inc.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including (i) Shares issuable upon exercise of any warrants or (ii) any Common Stock Shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 3 contracts

Samples: Gateway Strategic Acquisition Co., Magnum Opus Acquisition LTD, Magnum Opus Acquisition LTD

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock Ordinary Shares purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 3 contracts

Samples: M3-Brigade Acquisition v Corp., Velocity Merger Corp., Soar Technology Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 3 contracts

Samples: Letter Agreement (Adit EdTech Acquisition Corp.), Hawks Acquisition Corp, South Mountain Merger Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 375,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock Shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 3 contracts

Samples: CF Corp, GEF Acquisition Corp, GEF Acquisition Corp

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 3 contracts

Samples: Fifth Wall Acquisition Corp. III, Fifth Wall Acquisition Corp. II, Population Health Investment Co., Inc.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 3 contracts

Samples: Tiberius Acquisition Corp, Tiberius Acquisition Corp, KLR Energy Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 187,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 3 contracts

Samples: Securities Subscription Agreement (Aimei Health Technology Co., Ltd.), Abri SPAC I, Inc., Industrial Tech Acquisitions, Inc.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 975,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock Ordinary Shares purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 3 contracts

Samples: Letter Agreement (Kensington Capital Acquisition Corp. IV), Letter Agreement (Kensington Capital Acquisition Corp. V), Letter Agreement (Kensington Capital Acquisition Corp. V)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 187,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Class A Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO (excluding the private units to be purchased by the Subscriber in connection with the IPO) or approximately 23.8% (including private placement shares).

Appears in 3 contracts

Samples: TMT Acquisition Corp., TMT Acquisition Corp., TenX Keane Acquisition

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,500,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 3 contracts

Samples: M3-Brigade Acquisition III Corp., Accelerate Acquisition Corp., Conyers Park II Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket, equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 3 contracts

Samples: Hennessy Capital Investment Corp. V, Nebula Acquisition Corp, Nebula Acquisition Corp

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata with the Other Subscribers based upon the percentage of the Over-allotment Option exercisedexercised and excluding the Director Shares from such calculation) such that immediately following such forfeiture, the Shares and the Other Subscriber Shares will represent, in the aggregate, 20% of the shares of Common Stock (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares shares of Common Stock issuable (i) upon the exercise of any warrants or (ii) pursuant to any Common Stock purchased by Subscriber in share purchase agreement to be entered into between the IPO or in Company and the aftermarket equal to 20% of the Other Subscribers) issued and outstanding Shares immediately following the IPO.

Appears in 3 contracts

Samples: Leisure Acquisition Corp., Leisure Acquisition Corp., Leisure Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 468,750 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 3 contracts

Samples: Agreement (BCLS Acquisition Corp.), ARYA Sciences Acquisition Corp III, ARYA Sciences Acquisition Corp II

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket, equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 3 contracts

Samples: American Acquisition Opportunity Inc., Hennessy Capital Investment Corp. VI, Isleworth Healthcare Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 1,500,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 3 contracts

Samples: Iconic Sports Acquisition Corp., Vector Acquisition Corp II, Independence Holdings Corp.

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Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of the Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 3 contracts

Samples: KnightSwan Acquisiton Corp, KnightSwan Acquisiton Corp, C5 Acquisition Corp

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 187,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket, equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 3 contracts

Samples: Securities Subscription Agreement (FoxWayne Enterprises Acquisition Corp.), Blue Water Acquisition Corp. II, Blue Water Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 150,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Ordinary Shares issuable upon exercise of any warrants underlying the private placement units to be issued to the Subscriber or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 3 contracts

Samples: Expectation Acquisition Corp, Expectation Acquisition Corp, Expectation Acquisition Corp

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock Ordinary Shares subscribed for or purchased by the Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 3 contracts

Samples: Catcha Investment Corp, POEMA Global Holdings Corp., POEMA Global Holdings Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 187,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Ordinary Shares underlying the private placement units to be issued to the Subscriber or Ordinary Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 2 contracts

Samples: Golden Path Acquisition Corp, Fellazo Inc.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 375,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Ordinary Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 2 contracts

Samples: Americas Technology Acquisition Corp., Galileo Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by the Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Alexandria Agtech/Climate Innovation Acquisition Corp., Anzu Special Acquisition Corp I

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares shares of Common Stock issuable upon exercise of any warrants or any shares of Common Stock purchased by Subscriber in the IPO IPO, in a private placement in connection with the IPO, or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (7 Acquisition Corp), Securities Subscription Agreement (Focus Impact Acquisition Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any placement Units that are expected to be purchased at the closing of the IPO, Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 2 contracts

Samples: Silverbox Engaged Merger Corp I, Aequi Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 843,750 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares Common Stock issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: HumanCo Acquisition Corp., HumanCo Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket or shares owed to the Underwriters equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 2 contracts

Samples: Armada Acquisition Corp. I, Armada Acquisition Corp. I

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,875,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Hamilton Lane Alliance Holdings I, Inc., Equity Distribution Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 187,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any placement Units that are expected to be purchased at the closing of the IPO, Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 2 contracts

Samples: Welsbach Technology Metals Acquisition Corp., Brookline Capital Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 843,750 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares shares issuable upon the exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: LF Capital Acquisition Corp. II, LF Capital Acquisition Corp. II

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of the Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: KnightSwan Acquisition Corp, G&P Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 150,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Ordinary Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 2 contracts

Samples: Hash Space Acquisition Corp, Hash Space Acquisition Corporation

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,500,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Gores Holdings, Inc., Gores Holdings, Inc.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 375,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock Shares purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 2 contracts

Samples: Agreement (Evergreen Corp), Agreement (Technology & Telecommunication Acquisition Corp)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 1,500,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares subscribed for and purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 2 contracts

Samples: Peridot Acquisition Corp. II, AEA-Bridges Impact Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Bright Lights Acquisition Corp., KINS Technology Group, Inc.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Class B Shares (up to an aggregate of 750,000 375,000 Class B Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and any such transferees and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Class A Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 2 contracts

Samples: CHW Acquisition Corp, CHW Acquisition Corp

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket, equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Global Consumer Acquisition Corp), Silverman Acquisition Corporation I

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares Common Stock issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Healthcare Services Acquisition Corp, Healthcare Services Acquisition Corp

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 896,103 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 2023% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 2 contracts

Samples: Subscription Agreement (Spark I Acquisition Corp), Subscription Agreement (Spark I Acquisition Corp)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 [937,500] Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Power & Digital Infrastructure Acquisition II Corp., Power & Digital Infrastructure Acquisition II Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 750,000 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: USA Acquisition Corp., Venice Brands Acquisition Corp. I

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 468,750 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Omega Alpha SPAC), Arya Sciences Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 281,250 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Ordinary Shares underlying the private placement units to be issued to the Subscriber or Ordinary Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 2 contracts

Samples: Bull Horn Holdings Corp., Bull Horn Holdings Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 225,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including Ordinary Shares underlying the private placement units to be issued to the Subscriber or Ordinary Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 2 contracts

Samples: Giant Oak Acquisition Corp, Expectation Acquisition Corp

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,312,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 2 contracts

Samples: Pace Holdings Corp., Paceline Holdings Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,250,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any placement Units that are expected to be purchased at the closing of the IPO, Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 2025% of the issued and outstanding Shares immediately following the IPO.

Appears in 2 contracts

Samples: Subscription Agreement (ShoulderUP Technology Acquisition Corp.), Athena Technology Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock common stock of the Company purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 2 contracts

Samples: BurTech Acquisition Corp., BurTech Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 1,500,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares issuable upon exercise of any warrants or any Common Stock Ordinary Shares purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

Appears in 2 contracts

Samples: Marlin Technology Corp., Turmeric Acquisition Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, each of the Subscriber Subscribers acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) such Subscriber shall forfeit any and all rights to such number of Shares (on a pro rata basis up to an aggregate of 750,000 150,000 Shares and pro rata based upon the percentage of the Over-allotment Option not exercised) such that immediately following such forfeiture, the Subscriber (Subscribers and all other initial stockholders prior to the IPO, if any) IPO will own an aggregate number of Shares, Ordinary Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock shares purchased by Subscriber Subscribers in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares of the Company immediately following the IPO.

Appears in 2 contracts

Samples: Infinity China 2 Acquisition Corp, Infinity China 1 Acquisition Corp

Partial or No Exercise of the Over-allotment Option. In the event that the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) for no consideration, such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares subscribed for and purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Peridot Acquisition Corp. III), Securities Subscription Agreement (Peridot Acquisition Corp. III)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 1,218,750 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 2 contracts

Samples: Oaktree Acquisition Corp. III, Oaktree Acquisition Corp. III

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 2020.0% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 2 contracts

Samples: Subscription Agreement (Motive Capital Corp), Agile Growth Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 487,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Shares ordinary shares issuable upon exercise of any warrants or any Common Stock ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Shares ordinary shares of the Company immediately following the IPO.

Appears in 2 contracts

Samples: ARYA Sciences Acquisition Corp V, ARYA Sciences Acquisition Corp IV

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of the Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 281,250 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including Class A Ordinary Shares issuable upon exercise of any warrants or any Common Stock securities purchased by Subscriber in the IPO Company’s IPO, in connection therewith or in the aftermarket aftermarket) equal to 20% of the issued and outstanding Ordinary Shares of the Company immediately following the IPO.

Appears in 2 contracts

Samples: Perceptive Capital Solutions Corp, Perceptive Capital Solutions Corp

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