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 number of Shares will equal 20% of the issued and outstanding Common Stock immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 4 contracts
Samples: Crucible Acquisition Corp. II, PWP Forward Acquisition Corp. I, Rosecliff 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 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 750,000 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Common Stock Ordinary Shares immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 3 contracts
Samples: Securities Subscription Agreement (Games & Esports Experience Acquisition Corp.), Blue Ocean Acquisition Corp, Blue Ocean Acquisition Corp
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares, subject to the terms of the applicable transfer and assignment agreement) shall forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 750,000 375,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Common Stock Ordinary Shares immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 3 contracts
Samples: Reinvent Technology Partners X, Aspirational Consumer Lifestyle Corp. II, Reinvent Technology Partners Y
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 750,000 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Common Stock immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 2 contracts
Samples: Whale Point Acquisition Corp., Arbor Rapha Capital Bioholdings 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 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 750,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Common Stock Ordinary Shares immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 2 contracts
Samples: Enphys Acquisition Corp., Perception Capital 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, 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 750,000 468,750 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Common Stock Ordinary Shares immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 2 contracts
Samples: AXIOS Sustainable Growth Acquisition Corp, AXIOS Sustainable Growth Acquisition Corp
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares, subject to the terms of the applicable transfer and assignment agreement) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 750,000 300,000 Founder Shares and 450,000 Alignment Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the aggregate number of Class B Shares and Class F Shares will equal 20% 10%, and 15%, respectively, of the issued and outstanding Common Stock Ordinary Shares immediately following the IPO (excluding the Shares to be sold in each case, not including Class A Shares issuable upon exercise a private placement substantially concurrently with the closing of any warrantsthe IPO).
Appears in 1 contract
Samples: Panacea 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, 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 750,000 843,750 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Common Stock Ordinary Shares immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 1 contract
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 750,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Common Stock immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 1 contract
Samples: Social Leverage 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 any transferees of Shares, subject to the terms of the applicable transfer and assignment agreement) shall forfeit surrender for cancellation 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 forfeituresurrender, the number of Shares will equal 20% of the issued and outstanding Common Stock Ordinary Shares immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 1 contract
Samples: Thrive Acquisition Corp
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares, subject to the terms of the applicable transfer and assignment agreement) shall forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 750,000 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Common Stock immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 1 contract
Samples: Securities Subscription Agreement (OmniLit Acquisition Corp.)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares, subject to the terms of the applicable transfer and assignment agreement) shall forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 750,000 1,312,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Common Stock immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 1 contract
Samples: Crucible 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, 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 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Common Stock immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 1 contract
Samples: Banyan Acquisition Corp
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares, subject to the terms of the applicable transfer and assignment agreement) shall forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 750,000 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Common Stock immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 1 contract
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 1,875,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Common Stock Ordinary Shares immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 1 contract
Samples: Reinvent Technology Partners
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, 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 any such transferees) will own an aggregate number of Shares will (not including Class A Ordinary Shares issuable upon exercise of any private placement warrants or any securities purchased by Subscriber in the IPO or in the aftermarket) equal 20to 20.0% of the issued and outstanding Common Stock Ordinary Shares immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants)IPO.
Appears in 1 contract
Samples: SIM 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 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 number of Shares will equal 2015% of the issued and outstanding Common Stock immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 1 contract
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 750,000 656,250 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Common Stock immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 1 contract
Samples: Mercury Ecommerce Acquisition Corp
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares, subject to the terms of the applicable transfer and assignment agreement) shall forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Common Stock Ordinary Shares immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 1 contract
Samples: Reinvent Technology Partners Z
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 750,000 500,000 Founder Shares and 750,000 Alignment Shares, each pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Founder Shares and Alignment Shares will equal 2010% and 15%, respectively, of the issued and outstanding Common Stock immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).
Appears in 1 contract