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
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 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 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(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 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 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 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 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 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 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 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 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 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 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 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 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, Altitude 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 1,312,500 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 (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 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 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 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) 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 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 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 (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 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 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. II), Securities Subscription Agreement (Tiga Acquisition Corp. III)
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 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 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 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 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 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 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 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 4 contracts
Samples: Flag Fish 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 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 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.
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 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 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 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 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 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 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 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 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 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 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 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 750,000 187,500 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 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 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 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 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 1,100,000 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 IPOany such transferees, if any) 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 the Subscriber in the IPO or in the aftermarket aftermarket) equal to 2025% of the issued and outstanding Ordinary Shares immediately following the IPO.
Appears in 3 contracts
Samples: Cohen Circle Acquisition Corp. I, Cohen Circle Acquisition Corp. I, FTAC Artemis 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 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 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 automatically 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 the securities underlying the private placement units, including Class A Ordinary Shares issuable upon exercise of any private placement warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 2020.0% of the issued and outstanding Ordinary Shares immediately following the IPO.
Appears in 2 contracts
Samples: www.andrettiacquisition.com, Andretti 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 (orand, if applicable, it and any transferees transferee of Shares) shall automatically 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 Ordinary Shares issuable upon exercise of any private placement warrants or any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 2020.0% of the issued and outstanding Ordinary Shares immediately following the IPO.
Appears in 2 contracts
Samples: Launch Two Acquisition Corp., Launch One 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 1 Acquisition Corp, Infinity China 2 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, 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 2 contracts
Samples: Class Acceleration Corp., SCP & CO Healthcare 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 (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).
Appears in 2 contracts
Samples: Pomelo Acquisition Corporation Limited, 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 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, 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 750,000 385,000 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: Metal Sky Acquisition Corp, Alpha Star 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 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 750,000 233,382 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 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: Andretti Acquisition Corp., Andretti 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 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 (orit, or if applicable, it and any transferees transferee of any 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 2 contracts
Samples: Israel Acquisitions Corp, L Catterton Latin America 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 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 750,000 300,000 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
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 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 1,000,000 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 2025% of the issued and outstanding Shares immediately following the IPO.
Appears in 2 contracts
Samples: LAMF Global Ventures Corp. I, 10X Capital Venture 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 (orand, if applicable, it and any transferees transferee of Shares) shall automatically 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, not Shares (including Shares issuable upon exercise of any warrants or Class A ordinary shares issued pursuant to the underwriter’s over-allotment option and excluding the private placement units and any Common Stock securities purchased by Subscriber in the IPO or in the aftermarket aftermarket) equal to 2020.0 % of the issued and outstanding Ordinary Shares immediately following the IPO.
Appears in 2 contracts
Samples: Artius II Acquisition Inc., Artius II Acquisition 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 750,000 787,500 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: Climate Real Impact Solutions II Acquisition Corp, Climate Real Impact Solutions 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 750,000 375,000 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 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 750,000 843,750 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
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 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 (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 any common stock of the Company 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 aftermarket, equal to 20% of the issued and outstanding Shares shares of common stock of the Company immediately following the IPO.
Appears in 2 contracts
Samples: Bilander Acquisition Corp., Galliot 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 1,125,000 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 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: Waverley Capital Acquisition Corp. 1, Altimar 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 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 750,000 937,500 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 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
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
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 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
