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 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 (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock issuable upon exercise of any warrants or (iii) shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
Appears in 16 contracts
Samples: Securities Subscription Agreement (Global Star Acquisition Inc.), Securities Subscription Agreement (Pono Capital Two, Inc.), Securities Subscription Agreement (Global Star 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 375,000 187,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock issuable upon exercise of any warrants or (iii) shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
Appears in 5 contracts
Samples: Securities Subscription Agreement (Murphy Canyon Acquisition Corp.), Securities Subscription Agreement (Alset Capital Acquisition Corp.), Securities Subscription Agreement (Murphy Canyon Acquisition Corp.)
Partial or No Exercise of the Over-allotment Option. In Subsequent to the transfer of the Subject 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 the Purchaser (or, if applicable, it the Purchaser and any transferees of Subject Shares) shall forfeit any and all rights to such number of Private Shares (up to an aggregate of 375,000 22,500 Private Shares pro rata based upon the percentage of the Over-allotment Option exercised) and such number of Founder Shares (up to an aggregate of 163,608 Founder Shares 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 anyincluding the Sponsor) will own an aggregate number of Shares (Founder Shares, not including (i) the Private Shares or any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock issuable upon exercise of any warrants or (iii) shares of Class A common stock purchased by Subscriber Purchaser in the IPO or in the aftermarket) , equal to 2025% of the issued and outstanding shares Class A common stock of the Company’s common stock Seller immediately following the IPO (excluding private placement units that are expected to be purchased at calculated in the closing manner set forth in the Seller’s amended and restated certificate of the IPO and securities expected to be issued to the underwriters for the IPO)incorporation.
Appears in 2 contracts
Samples: Securities Purchase Agreement (byNordic Acquisition Corp), 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 Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 375,000 750,000 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 (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock issuable upon exercise of any warrants or (iii) shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
Appears in 2 contracts
Samples: Securities Subscription Agreement (Canna-Global Acquisition Corp), Securities Subscription Agreement (Maquia Capital 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 Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 375,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock shares issuable upon exercise of any warrants or (iii) shares of Class A common stock shares purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding common shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
Appears in 2 contracts
Samples: Securities Subscription Agreement (AEI CapForce II Investment Corp), Securities Subscription Agreement (Energem 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 375,000 75,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased prior to or at the closing of the IPO, (ii) shares of Class A common stock Shares issuable upon exercise of any warrants or (iii) shares of Class A common stock any Common Stocks purchased by Subscriber (and all other initial shareholders prior to the IPO, if any) in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock Common Stocks immediately following the IPO (excluding private placement units that are expected to be purchased at the closing in each case, not including Class A Common Stocks issuable upon exercise of the IPO and securities expected to be issued to the underwriters for the IPOany warrants).
Appears in 2 contracts
Samples: Securities Purchase Agreement (JJ Opportunity Corp.), Securities Purchase Agreement (JJ Opportunity 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 375,000 150,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased prior to or at the closing of the IPO, (ii) shares of Class A common stock Shares issuable upon exercise of any warrants or (iii) shares of Class A common stock any Ordinary Shares purchased by Subscriber (and all other initial shareholders prior to the IPO, if any) in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock Ordinary Shares immediately following the IPO (excluding private placement units that are expected to be purchased at the closing in each case, not including Class A ordinary shares issuable upon exercise of the IPO and securities expected to be issued to the underwriters for the IPOany warrants).
Appears in 2 contracts
Samples: Securities Purchase Agreement (RichSpace Acquisition Corp.), Securities Purchase Agreement (RichSpace 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 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 (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock issuable upon exercise of any warrants or (iii) shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to at least 20% of the issued and outstanding shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
Appears in 1 contract
Samples: Securities Subscription Agreement (Mobiv 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 375,000 225,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock issuable upon exercise of any warrants or (iii) shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
Appears in 1 contract
Samples: Securities Subscription Agreement (Cetus Capital Acquisition Corp.)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 375,000 281,250 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 (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock issuable upon exercise of any warrants or (iii) shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
Appears in 1 contract
Samples: Securities Subscription Agreement (DUET 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 375,000 480,000 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 (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock issuable upon exercise of any warrants or (iii) shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
Appears in 1 contract
Samples: Securities Subscription Agreement (Stellaris Growth Acquisition Corp.)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees Subscribers of Shares) shall forfeit and surrender to the Company without consideration any and all rights to such number of Shares (up to an aggregate of 375,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock Ordinary Shares issuable upon exercise of any warrants or (iii) shares of Class A common stock Ordinary Shares purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock Class A Ordinary Shares immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
Appears in 1 contract
Samples: Securities Subscription Agreement (Golden Ventures 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 375,000 187,500 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 shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) ordinary shares of Class A common stock issuable upon exercise of any warrants or (iii) ordinary shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding ordinary shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
Appears in 1 contract
Samples: Securities Subscription Agreement (AI Transportation 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 375,000 300,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased prior to or at the closing of the IPO, (ii) shares of Class A common stock Shares issuable upon exercise conversion of any warrants or (iii) shares of Class A common stock any Common Stocks purchased by Subscriber (and all other initial shareholders prior to the IPO, if any) in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock Common Stocks immediately following the IPO (excluding private placement units that are expected to be purchased at the closing in each case, not including Class A common stocks issuable upon exercise of the IPO and securities expected to be issued to the underwriters for the IPOany warrants).
Appears in 1 contract
Samples: Securities Purchase Agreement (JJ Opportunity 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 375,000 300,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock issuable upon exercise of any warrants or (iii) shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
Appears in 1 contract
Samples: Securities Subscription Agreement (Global Star Acquisition Inc.)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters underwriter of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 375,000 656,250 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) class A ordinary shares of Class A common stock issuable upon exercise of any warrants warrants, or (iii) class A ordinary shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 2020.0% of the issued and outstanding ordinary shares of the Company’s common stock Company immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters underwriter for the IPO).
Appears in 1 contract
Samples: Founder Shares Subscription Agreement (InFinT 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 375,000 937,500 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 (not including (i) any private placement units that are expected to be purchased prior to or at the closing of the IPO, (ii) shares of Class A common stock Shares issuable upon exercise of any warrants or (iii) shares of Class A common stock any Ordinary Shares purchased by Subscriber (and all other initial shareholders prior to the IPO, if any) in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock Ordinary Shares immediately following the IPO (excluding private placement units that are expected to be purchased at the closing in each case, not including Class A Shares issuable upon exercise of the IPO and securities expected to be issued to the underwriters for the IPOany warrants).
Appears in 1 contract
Samples: Securities Subscription Agreement (Learn CW Investment 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 375,000 330,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased prior to or at the closing of the IPO, (ii) shares of Class A common stock Shares issuable upon exercise of any warrants or (iii) shares of Class A common stock any Ordinary Shares purchased by Subscriber (and all other initial shareholders prior to the IPO, if any) in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock Ordinary Shares immediately following the IPO (excluding private placement units that are expected to be purchased at the closing in each case, not including Class A Shares issuable upon exercise of the IPO and securities expected to be issued to the underwriters for the IPOany warrants).
Appears in 1 contract
Samples: Securities Subscription Agreement (TradeUP 88 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 375,000 150,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased prior to or at the closing of the IPO, (ii) shares of Class A common stock Shares issuable upon exercise of any warrants or (iii) shares of Class A common stock any Ordinary Shares purchased by Subscriber (and all other initial shareholders prior to the IPO, if any) in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock Ordinary Shares immediately following the IPO (excluding private placement units that are expected to be purchased at the closing in each case, not including Class A Shares issuable upon exercise of the IPO and securities expected to be issued to the underwriters for the IPOany warrants).
Appears in 1 contract
Samples: Securities Subscription Agreement (TradeUP Global 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 375,000 300,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased prior to or at the closing of the IPO, (ii) shares of Class A common stock Shares issuable upon exercise of any warrants or (iii) shares of Class A common stock any Common Stocks purchased by Subscriber (and all other initial shareholders prior to the IPO, if any) in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock Common Stocks immediately following the IPO (excluding private placement units that are expected to be purchased at the closing in each case, not including Class A common stocks issuable upon exercise of the IPO and securities expected to be issued to the underwriters for the IPOany warrants).
Appears in 1 contract
Samples: Securities Purchase Agreement (JJ Opportunity 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 375,000 375,500 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 (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock issuable upon exercise of any warrants or (iii) shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
Appears in 1 contract
Samples: Securities Subscription Agreement (Liberty Resources 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 Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 375,000 187,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) class A ordinary shares of Class A common stock issuable upon exercise of any warrants pursuant to the rights, or (iii) class A ordinary shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 2020.0% of the issued and outstanding ordinary shares of the Company’s common stock Company immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters underwriter for the IPO).
Appears in 1 contract
Samples: Founder Share Subscription Agreement (Eureka 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 375,000 225,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares (not including (i) any Ordinary Shares underlying the private placement units that are expected to be purchased at issued to the closing of the IPO, (ii) shares of Class A common stock Subscriber or Ordinary Shares issuable upon exercise of any warrants or (iii) shares of Class A common stock any securities purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the Company’s issued and outstanding shares of the Company’s common stock Ordinary Shares immediately following the IPO (excluding private placement units that are expected without giving effect to be purchased at the closing sale of the private units and the issuance of representative shares, and assuming the Subscriber do not purchase Units in the IPO and securities expected to be issued to or in the underwriters for the IPOaftermarket).
Appears in 1 contract
Samples: Securities Subscription Agreement (DT Cloud Star 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 Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 375,000 760,837 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) class A ordinary shares of Class A common stock issuable upon exercise of any warrants warrants, or (iii) class A ordinary shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 2020.0% of the issued and outstanding ordinary shares of the Company’s common stock Company immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters underwriter for the IPO).
Appears in 1 contract
Samples: Founder Share Subscription Agreement (InFinT 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 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 (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock issuable upon exercise of any warrants units or (iii) shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
Appears in 1 contract
Samples: Securities Subscription Agreement (Broad Capital Acquisition Corp)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (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 375,000 187,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares (not including (i) any Class B Ordinary Shares underlying the private placement units that are expected to be purchased at issued to the closing of the IPO, (ii) shares of Subscriber or Class A common stock B Ordinary Shares issuable upon exercise of any warrants or (iii) shares of Class A common stock any securities purchased by Subscriber in the IPO or in the aftermarket) equal to 2025% of the issued and outstanding shares of the Company’s common stock issued and outstanding Class B Ordinary Shares immediately following the IPO (excluding private placement units that are expected without giving effect to be purchased at the closing sale of the private units and the issuance of representative shares, and assuming the Subscriber do not purchase Units in the IPO and securities expected to be issued to or in the underwriters for the IPOaftermarket).
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Samples: Securities Subscription Agreement (Ribbon Acquisition Corp.)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 375,000 700,000 Class B Shares and 1,050,000 Class C Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeituresurrender, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) ordinary shares of Class A common stock issuable upon exercise of any warrants or (iii) any ordinary shares of Class A common stock purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 20% of the issued and outstanding ordinary shares of the Company’s common stock Company immediately following the IPO.surrender, the Subscriber (and all other initial shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including ordinary shares issuable upon exercise of any warrants or any ordinary shares purchased by Subscriber in the Company’s IPO (excluding private placement units that are expected or in the aftermarket) equal to be purchased at the closing 30% of the IPO issued and securities expected to be issued to outstanding ordinary shares of the underwriters for Company immediately following the IPO).
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Samples: Securities Subscription Agreement (1.12 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 375,000 326,250 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 (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock issuable upon exercise of any warrants or (iii) shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
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Samples: Securities Subscription Agreement (BCGF 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 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 (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock issuable upon exercise of any warrants or (iii) shares of Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).
Appears in 1 contract
Samples: Securities Subscription Agreement (PROTONIQ 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 375,000 843,750 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 (not including (i) any private placement units that are expected to be purchased prior to or at the closing of the IPO, (ii) shares of Class A common stock Shares issuable upon exercise of any warrants or (iii) shares of Class A common stock any Ordinary Shares purchased by Subscriber (and all other initial shareholders prior to the IPO, if any) in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock Ordinary Shares immediately following the IPO (excluding private placement units that are expected to be purchased at the closing in each case, not including Class A Shares issuable upon exercise of the IPO and securities expected to be issued to the underwriters for the IPOany warrants).
Appears in 1 contract
Samples: Securities Subscription Agreement (Think Elevation Capital Growth Opportunities)
Partial or No Exercise of the Over-allotment Option. In Subject to Section 3.3 below, 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 375,000 [ ] 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 Class B Ordinary Shares (not including (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock Ordinary Shares issuable upon exercise of any warrants or (iii) shares of Class A common stock any securities purchased by the Subscriber in the IPO or in the aftermarket) equal to 20[ ]% of the issued and outstanding shares of the Company’s common stock Ordinary Shares immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for 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 (the “Underwriters”) is not exercised in full, the Subscriber acknowledges and agrees that it (or, 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 375,000 750,000 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 (i) any private placement units that are expected to be purchased at the closing of the IPO, (ii) shares of Class A common stock stock, par value $0.0001 per share, of the Company (“Class A Shares”) issuable upon exercise of any warrants or (iii) shares of warrants, any Class A common stock Shares issued to the representative of the Underwriters in connection with the IPO or any securities purchased by Subscriber or the representative of the Underwriters in connection with the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the closing of the IPO and securities expected to be issued to the underwriters for the IPO).”
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