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 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 three and a half percent (3.5%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Flame Acquisition Corp., Flame 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 Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 164,062 937,500 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 three and a half twenty percent (3.520%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Group Nine Acquisition Corp., RMG 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 164,062 609,375 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 three and a half thirteen percent (3.513%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Flame Acquisition Corp., Flame 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 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 2 contracts

Samples: TCV Acquisition Corp., TCV 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 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 2 contracts

Samples: Empower Ltd., Dragoneer Growth Opportunities Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 164,062 375,000 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 2 contracts

Samples: Dragoneer Growth Opportunities Corp. III, Dragoneer Growth Opportunities 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 164,062 750,000 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 2 contracts

Samples: Supernova Partners Acquisition Co III, Ltd., 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 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 164,062 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 three and a half twenty percent (3.520%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: ECP Environmental Growth Opportunities Corp., ECP Environmental Growth Opportunities Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 164,062 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 three and a half percent (3.5%) 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.), 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 Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 164,062 164,063 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 three and a half percent (3.5%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: Flame Acquisition Corp., 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 164,062 750,000 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 three and a half twenty percent (3.520%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 2 contracts

Samples: GSR II Meteora Acquisition Corp., Everest Consolidator 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 164,062 281,250 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 three and a half percent (3.5%) 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: LMF Acquisition Opportunities Inc, LMF Acquisition Opportunities 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 164,062 375,000 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 three and a half percent (3.5%) 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: Minority Equality Opportunities Acquisition Inc., 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 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 2 contracts

Samples: Sanaby Health Acquisition Corp. I, Sanaby Health 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 164,062 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 three and a half twenty percent (3.520%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 1 contract

Samples: Supernova Partners Acquisition Company, Inc.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: SC Health 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 164,062 843,750 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Amended and Restated 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 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 164,062 281,250 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Ogier Global (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 any and all rights to such number of Shares (up to an aggregate of 164,062 750,000 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 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 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Papaya Growth Opportunity 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 164,062 Shares and 281,250 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 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 Stock, par value $0.0001 per share purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Gardiner Healthcare Acquisitions Corp.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender any and all rights to such number of Shares (up to an aggregate of 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Altimeter Growth 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 (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 164,062 130,425 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 three and a half percent (3.5%) 3.41% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 164,062 562,500 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 three and a half percent (3.5%) 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: 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 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Athena Consumer 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 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 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock common stock of the Company immediately following the IPO.

Appears in 1 contract

Samples: 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 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 164,062 468,750 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 three and a half twenty percent (3.520%) 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 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 164,062 937,000 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 164,062 562,500 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 three and a half twenty percent (3.520%) 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 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 164,062 300,000 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 164,062 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 three and a half percent (3.5%) 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)

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Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 164,062 825,000 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 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 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 164,062 562,500 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 three and a half twenty percent (3.520%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 1 contract

Samples: CENAQ Energy 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 164,062 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 three and a half twenty percent (3.520%) 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 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 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 164,062 937,500 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Anthemis Digital Acquisitions I 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 164,062 225,000 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: Hainan Manaslu 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 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Vision Sensing 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 164,062 750,000 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 three and a half twenty percent (3.520%) 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 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 164,062 937,000 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 164,062 71,625 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders transferees of its Shares prior to the IPO, if any) will own an aggregate number of Shares, Shares equal to 1.91% of the issued and outstanding Shares immediately following the IPO (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 underlying any shares of Class A Common Stock purchased by Subscriber units or warrants issued in the IPO or a private placement in the aftermarket, equal to three and a half percent (3.5%) of the issued and outstanding shares of Common Stock immediately following connection with the IPO).

Appears in 1 contract

Samples: ION Acquisition Corp 1 Ltd.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 164,062 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 three and a half percent (3.5%) 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 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 164,062 266,236 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 three and a half percent (3.5%) 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 (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 164,062 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 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, par value $0.0001 per share, of the Company (together with the Founder Shares, the “Common Stock Stock”) purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket, ) equal to three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Western Acquisition Ventures 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 164,062 750,000 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock immediately following the IPO.

Appears in 1 contract

Samples: BrightSpark Capitol 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 164,062 Shares and 1,125,000 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: 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 Sharesthe Shares (such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an aggregate of 164,062 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 three and a half percent (3.5%) 20% of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Appears in 1 contract

Samples: Newcourt Acquisition Corp

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