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

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 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 any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the 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, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 4 contracts

Samples: Securities Subscription Agreement (Warrior Technologies Acquisition Co), Securities Subscription Agreement (Warrior Technologies Acquisition Co), Securities Subscription Agreement (East Resources Acquisition Co)

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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 1,125,000 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, not including any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by the Subscriber in the IPO or in the aftermarket, equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 4 contracts

Samples: Securities Subscription Agreement (Capitol Investment Corp. VI), Securities Subscription Agreement (Capitol Investment Corp. VII), Securities Subscription Agreement (Capitol Investment Corp. VI)

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 1,125,000 750,000 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 shares of the Company’s Class A common stock, par value $0.0001 per share stock (the “Class A Common Stock” and, together collectively with the Class B Common Stockcommon 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, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 4 contracts

Samples: Securities Subscription Agreement (Namaste World Acquisition Corp), Securities Subscription Agreement (Namaste World Acquisition Corporation), Securities Subscription Agreement (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 (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 1,125,000 750,000 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 any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the 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, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 4 contracts

Samples: Securities Subscription Agreement (Callodine Acquisition Corp), Securities Subscription Agreement (Category Leader Partner Corp 1), Securities Subscription Agreement (Yellowstone Acquisition Co)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 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 any shares of the Company’s Class A common stockCommon Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the 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, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 3 contracts

Samples: Securities Subscription Agreement (Stillwater Growth Corp. I), Securities Subscription Agreement (Lux Health Tech Acquisition Corp.), Securities Subscription Agreement (Lux Health Tech 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 1,125,000 375,000 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 (i) any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), ordinary shares issuable upon exercise of any warrants or any shares of (ii) Class A Common Stock ordinary shares purchased by Subscriber in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock the Company’s ordinary share immediately following the IPO (excluding securities expected to be issued to the underwriters for the IPO).

Appears in 3 contracts

Samples: Securities Subscription Agreement (Aura Fat Projects Acquisition Corp), Securities Subscription Agreement (Aura Fat Projects Acquisition Corp), Securities Subscription Agreement (Fat Projects 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 1,125,000 187,500 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 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Shares issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket, any Shares underlying units to be issued in a private placement at the time of the IPO or any Shares to be issued to the underwriters at the time of the IPO) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 3 contracts

Samples: Securities Subscription Agreement (MTech Acquisition Corp), Securities Subscription Agreement (MTech Acquisition Corp), Securities Subscription Agreement (Draper Oakwood Technology Acquisition Inc.)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 281,250 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 any) will own an aggregate number of Shares, not including any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), stock issuable upon exercise of any warrants or any shares of Class A Common Stock common stock purchased by Subscriber in the IPO or in the aftermarket, equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock common stock immediately following the IPO (excluding shares of Class A common stock issuable to the underwriters at the closing of the IPO).

Appears in 2 contracts

Samples: Securities Subscription Agreement (LMF Acquisition Opportunities Inc), Securities Subscription Agreement (LMF Acquisition Opportunities Inc)

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 1,125,000 750,000 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 any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Supernova Partners Acquisition Co III, Ltd.), Securities Subscription Agreement (Supernova Partners Acquisition Co II, Ltd.)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 392,000 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 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Shares issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket, any Shares underlying units to be issued in a private placement at the time of the IPO or any Shares to be issued to the underwriters at the time of the IPO) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Signal Hill Acquisition Corp.), Securities Subscription Agreement (Signal Hill 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 1,125,000 1,250,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or warrants, (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, aftermarket or (iii) the Shares issued to the Subscriber in respect of the forward purchase) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (TCV Acquisition Corp.), Securities Subscription Agreement (TCV 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 1,125,000 609,375 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 any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the 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, equal to twenty thirteen percent (2013%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Flame Acquisition Corp.), Securities Subscription Agreement (Flame Acquisition Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the an 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 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) for no consideration such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by the Subscriber in the such IPO or in the aftermarket, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (ECP Environmental Growth Opportunities Corp.), Securities Subscription Agreement (ECP Environmental Growth Opportunities Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 904,500 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 any shares of the Company’s Class A common stockCommon Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the 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, equal to twenty 19.433 percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (USHG Acquisition Corp.), Securities Subscription Agreement (USHG 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 1,125,000 Shares 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 any such transferees and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), stock issuable upon exercise of any warrants or any shares of Class A Common Stock common stock subscribed for and purchased by the Subscriber in the Company’s IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock common stock of the Company immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (CA Healthcare Acquisition Corp.), Securities Subscription Agreement (Evo 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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares Shares issuable upon exercise of the Company’s any warrants or any Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common Stock” andOrdinary Shares”, together with the Class B Common StockOrdinary Shares”, the “Common StockOrdinary Shares), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Semper Paratus Acquisition Corp), Securities Subscription Agreement (Semper Paratus 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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and 937,500 Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares Shares issuable upon exercise of the Company’s any warrants or any Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common Stock” andOrdinary Shares”, together with the Class B Common StockOrdinary Shares, the “Common StockOrdinary Shares), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Innovative International Acquisition Corp.), Securities Subscription Agreement (Innovative International 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 1,125,000 937,500 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 any shares of the Company’s Class A common stockCommon Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the 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, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Group Nine Acquisition Corp.), Securities Subscription Agreement (RMG 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 1,125,000 2,250,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or warrants, (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, aftermarket or (iii) the Shares issued to the Subscriber in respect of the forward purchase) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Empower Ltd.), Securities Subscription Agreement (Dragoneer Growth Opportunities Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 164,063 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 any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the 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, equal to twenty three and a half percent (203.5%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Flame Acquisition Corp.), Securities Subscription Agreement (Flame 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 1,125,000 750,000 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 any shares of the Company’s Class A common stockCommon Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the 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, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (GSR II Meteora Acquisition Corp.), Securities Subscription Agreement (Everest Consolidator 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 1,125,000 750,000 Shares for the Subscriber) 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 prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), stock issuable upon exercise of any warrants or any shares of Class A Common Stock common stock subscribed for and purchased by the Subscriber in the Company’s IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock common stock of the Company immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Avalon Acquisition Inc.), Securities Subscription Agreement (NavSight Holdings, Inc.)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 164,062 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 any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the 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, equal to twenty three and a half percent (203.5%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Flame Acquisition Corp.), Securities Subscription Agreement (Flame 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 1,125,000 375,000 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 any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), stock issuable upon exercise of any warrants or any shares of Class A Common Stock common stock purchased by Subscriber in the IPO or in the aftermarket, equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock common stock immediately following the IPO (excluding shares of Class A common stock issuable to the underwriters at the closing of the IPO).

Appears in 2 contracts

Samples: Securities Subscription Agreement (Minority Equality Opportunities Acquisition Inc.), Securities Subscription Agreement (G3 VRM 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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and 562,500 Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any Shares issuable upon exercise of any warrants or any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Sanaby Health Acquisition Corp. I), Securities Subscription Agreement (Sanaby Health Acquisition Corp. I)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 375,000 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 any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or warrants, (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, aftermarket or (iii) the Shares issued to the Subscriber in respect of the forward purchase) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Dragoneer Growth Opportunities Corp. III), Securities Subscription Agreement (Dragoneer Growth Opportunities 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 Sharesthe Shares (such transferees, the “Initial Shareholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and 750,000 Shares, 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 Initial Shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any Shares issuable upon exercise of any warrants or any shares of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common Stock” andordinary shares”, together with the Class B Common StockA ordinary shares, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock Ordinary Shares”) purchased by Subscriber or any other Initial Shareholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Crypto 1 Acquisition Corp), Securities Subscription Agreement (Crypto 1 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 1,125,000 562,500 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 any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the 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, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Yellowstone Acquisition Co)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and 1,032,750 Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any Shares issuable upon exercise of any warrants or any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (FTAC Emerald 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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares Shares issuable upon exercise of the Company’s any warrants or any Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common Stock” andOrdinary Shares”, together with the Class B Common StockOrdinary Shares, the “Common StockOrdinary Shares), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (PowerUp 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 1,125,000 562,500 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 any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), stock issuable upon exercise of any warrants or any shares of Class A Common Stock common stock purchased by Subscriber in the IPO or in the aftermarket, or any shares of common stock issuable to the underwriters for the IPO) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock common stock immediately following the IPO (excluding the shares of common stock issuable to the underwriters of the IPO).

Appears in 1 contract

Samples: Securities Subscription Agreement (Newbury Street Acquisition Corporation)

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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and 1,031,250 Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any Shares issuable upon exercise of any warrants or any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Integrated Rail & Resources 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 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 any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or warrants, (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, aftermarket or (iii) the Shares issued to the Subscriber in respect of the forward purchase) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (B Capital Technology 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 any and all rights to such number of Shares (up to an aggregate of 1,125,000 843,750 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 shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or warrants, (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, aftermarket or (iii) the Shares issued to the Subscriber in respect of the forward purchase) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Global Technology 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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and 375,000 Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any Shares issuable upon exercise of any warrants or any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (LAVA Medtech 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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and 937,500 Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any Shares issuable upon exercise of any warrants or any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Athena Technology 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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and 656,250 Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any Shares issuable upon exercise of any warrants or any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Twist Investment 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 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised750,000 Shares) 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 any shares of the Company’s Class A common stockCommon Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the 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, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (RMG 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 any and all rights to such number of Shares (up to an aggregate of 1,125,000 2,250,000 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 any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or warrants, (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, aftermarket or (iii) the Shares issued to the Subscriber in respect of the forward purchase) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Altimeter Growth 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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and 750,000 Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares Shares issuable upon exercise of the Company’s any warrants or any Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common Stock” andOrdinary Shares”, together with the Class B Common Stockordinary shares, the “Common StockOrdinary Shares), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (StoneBridge 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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and 750,000 Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares Shares issuable upon exercise of the Company’s any warrants or any Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common Stock” andOrdinary Shares”, together with the Class B Common StockOrdinary Shares, the “Common StockOrdinary Shares), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Newcourt 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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and 750,000 Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any Shares issuable upon exercise of any warrants or any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Athena Consumer Acquisition Corp.)

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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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and 952,500 Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any Shares issuable upon exercise of any warrants or any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Papaya Growth Opportunity Corp. I)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the each 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 1,406,250 Shares for each Subscriber (or, up to an aggregate of 1,125,000 2,812,500 Shares for the Subscribers) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber Subscribers (and any such transferees and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), stock issuable upon exercise of any warrants or any shares of Class A Common Stock common stock subscribed for and purchased by either Subscriber in the Company’s IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock common stock of the Company immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Foley Trasimene 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 1,125,000 2,250,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or warrants, (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, aftermarket or (iii) the Shares issued to the Subscriber in respect of any forward purchase) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Global Partner 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 1,125,000 Shares 450,000 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 any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or warrants, (ii) any shares of Class A Common Stock securities purchased by Subscriber in the IPO or in the aftermarket, aftermarket or (iii) the Shares issued to the Subscriber in respect of the Forward Purchase) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (SC Health 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 1,125,000 562,500 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 any shares of the Company’s Class A common stock, par value $0.0001 per share Common Stock (the “Class A Common Stock” and, together with the 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, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (CENAQ Energy 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 1,125,000 281,250 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 shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or warrants, (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, aftermarket or (iii) the Shares issued to the Subscriber in respect of the forward purchase) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (ClimateRock)

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 any and all rights to such number of Shares (up to an aggregate of 1,125,000 937,000 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 any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or (ii) any shares of Class A Common Stock Ordinary Shares purchased by Subscriber in the Company’s IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (SPGL 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 1,125,000 750,000 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 any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by the Subscriber in the IPO or in the aftermarket, equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (BrightSpark Capitol 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 1,125,000 1,312,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Advancit 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) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 656,250 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 Class B Common Shares, not including any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Shares issuable upon exercise of any warrants or any shares of Class A Common Stock Shares (including as part of Units) purchased by Subscriber or other initial stockholders in the IPO or in the aftermarket, equal to twenty percent (representing 20%) % of the issued and outstanding shares common stock of Common Stock the Company immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Environmental Impact 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 any and all rights to such number of Shares (up to an aggregate of 1,125,000 937,000 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 any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or (ii) any shares of Class A Common Stock Ordinary Shares purchased by the Subscriber in the Company’s IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Sculptor 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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and 330,000 Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any Shares issuable upon exercise of any warrants or any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Vision Sensing 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 1,125,000 750,000 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 any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or warrants, (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, or (iii) the Shares issued to the Subscriber in respect of any forward purchase) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (DP Cap Acquisition Corp I)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters underwriter of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of its Purchased Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriter of the IPO waives its ability to exercise such Over-allotment Option) any and all rights to such number of Purchased Shares (up to an aggregate of 1,125,000 326,100 Purchased 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, Class B Ordinary Shares (not including any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Ordinary Shares issuable upon exercise of any warrants or any shares of Class A Common Stock securities purchased by the Subscriber in the IPO or in the aftermarket, ) equal to twenty percent (20%) 8.52% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Israel Amplify Program 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 1,125,000 225,000 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 shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or warrants, (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, aftermarket or (iii) the Shares issued to the Subscriber in respect of the forward purchase) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Hainan Manaslu 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 any and all rights to such number of Shares (up to an aggregate of 1,125,000 300,000 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 any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or warrants, (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, aftermarket or (iii) the Shares issued to the Subscriber in respect of the forward purchase) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Altimeter Growth Corp. 2)

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 1,125,000 825,000 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 any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Growth for Good Acquisition Corp)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters underwriter 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 1,125,000 750,000 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 any shares of the Company’s Class A common stockCommon Stock, par value $0.0001 per share (the “Class A Common StockShares” and, together with the Class B Common StockShares, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock Shares purchased by Subscriber in the IPO or in the aftermarket, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Mercato Partners 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 1,125,000 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, not including any shares of the Company’s Class A common stockCommon Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the 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, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Supernova Partners Acquisition Company, Inc.)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 468,750 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, not including any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stockcommon 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, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Yellowstone Acquisition Co)

Partial or No Exercise of the Over-allotment Option. In Subsequent to the transfer of the Founder Shares to the Purchaser pursuant to this Agreement, in the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber Purchaser acknowledges and agrees that it (or, if applicable, it and any transferees of Founder Shares) shall forfeit any and all rights to such number of Founder Shares (up to an aggregate of 1,125,000 266,236 Founder Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber Purchaser (and all other initial stockholders prior to the IPO, if any, including the Sponsor) will own an aggregate number of Founder Shares, not including any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), stock issuable upon exercise of any warrants or any shares of Class A Common Stock common stock purchased by Subscriber Purchaser in the IPO or in the aftermarket, aftermarket equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Founder Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Purchase Agreement (byNordic 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 1,125,000 937,500 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 any shares Class A Ordinary Shares included in the private placement units that are expected to be purchased by Subscriber at the closing of the Company’s IPO, Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Ordinary Shares issuable upon exercise of any warrants or any shares of Class A Common Stock securities purchased by Subscriber in the IPO or in the aftermarket, ) equal to twenty percent (20%) 20.0% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO (excluding the private units to be issued in connection with the IPO).

Appears in 1 contract

Samples: Securities Subscription Agreement (Churchill Capital Corp IX/Cayman)

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 1,125,000 937,500 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 shares of the Company’s Class Series A common stock (collectively with Series B common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”)) included in Units, issuable upon exercise of any warrants or any shares of Class Series A Common Stock common stock purchased by Subscriber in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Atlantic Coastal Acquisition Corp. II)

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters underwriter of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (orand, if applicable, it and any transferees transferee of its Purchased Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriter of the IPO waives its ability to exercise such Over-allotment Option) any and all rights to such number of Purchased Shares (up to an aggregate of 1,125,000 130,425 Purchased 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, Class B Ordinary Shares (not including any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Ordinary Shares issuable upon exercise of any warrants or any shares of Class A Common Stock securities purchased by the Subscriber in the IPO or in the aftermarket, ) equal to twenty percent (20%) 3.41% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Israel Amplify Program 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 Class B Ordinary Shares) shall forfeit any and all rights to such number of Class B Ordinary Shares (up to an aggregate of 1,125,000 375,000 Class B Ordinary 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, Class B Ordinary Shares (not including any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Ordinary Shares issuable upon exercise of any warrants or any shares of ordinary Class A Common Stock B Ordinary Shares purchased by Subscriber in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Class A Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Rocket Global Acquistion 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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and 1,312,500 Shares, 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 Initial Stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any Shares issuable upon exercise of any warrants or any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stockcommon stock, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock ) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Acamar Partners 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 1,125,000 937,500 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 any (i) Class A ordinary shares of the Company’s Class A common stock, $0.0001 par value $0.0001 per share (the Class A Common StockShares” and, together with the Class B Common StockShares, the Common StockOrdinary Shares”), issuable upon exercise of any warrants or (ii) any shares of Class A Common Stock securities purchased by Subscriber in the Company’s IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Securities Subscription Agreement (Anthemis Digital Acquisitions I Corp)

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