Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 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 Buyer (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 2 contracts
Samples: Securities Subscription Agreement (Queen's Gambit Growth Capital), Securities Subscription Agreement (Queen's Gambit Growth Capital)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 656,250 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 Buyer Subscriber (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 2 contracts
Samples: Henley Park Acquisition Corp., AMCI Acquisition Corp. II
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 1,500,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares shares of Class A Common Stock and Class B Common Stock immediately following the IPO.
Appears in 2 contracts
Samples: Securities Subscription Agreement (Spartan Acquisition Corp. III), Securities Subscription Agreement (Spartan Acquisition Corp. III)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 1,031,250 Shares (as such amount may be adjusted for share splitssubdivisions, share dividendscapitalizations, 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 Buyer (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 2 contracts
Samples: Securities Subscription Agreement (Switchback II Corp), Securities Subscription Agreement (Switchback II Corp)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 [750,000] Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 2 contracts
Samples: Pegasus Digital Mobility Acquisition Corp., Pegasus Digital Mobility Acquisition Corp.
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 937,500 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 2 contracts
Samples: Securities Subscription Agreement (TortoiseEcofin Acquisition Corp. III), Securities Subscription Agreement (Tortoise Acquisition Corp. II)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 750,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 2 contracts
Samples: Securities Subscription Agreement (Decarbonization Plus Acquisition Corp II), Securities Subscription Agreement (Decarbonization Plus Acquisition Corp II)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 750,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares shares of Class A Common Stock and Class B Common Stock immediately following the IPO.
Appears in 2 contracts
Samples: Securities Subscription Agreement (Black Mountain Acquisition Corp.), Securities Subscription Agreement (Black Mountain Acquisition Corp.)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 91,715 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 Buyer (Subscriber and all other initial shareholders stockholders of the Company prior to the IPO, if any) , will collectively own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 2 contracts
Samples: Silver Sustainable Solutions (Silver Sustainable Solutions Corp.), Subscription Agreement (Silver Sustainable Solutions Corp.)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 1,500,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 2 contracts
Samples: Securities Subscription Agreement (Spartan Acquisition Corp. IV), Securities Subscription Agreement (Spartan Acquisition Corp. IV)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 750,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 2 contracts
Samples: Securities Subscription Agreement (Nabors Energy Transition Corp. II), Securities Subscription Agreement (Queen's Gambit Growth Capital II)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 937,500 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 2 contracts
Samples: Denham Sustainable Performance Acquisition Corp., D8 Holdings Corp.
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 3,750,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer Subscriber (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 2 contracts
Samples: CONX Corp., CONX Corp.
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 487,500 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer Subscriber (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 1 contract
Samples: Dune Acquisition Corp
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 562,500 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer Subscriber (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO, without giving effect to any Units sold in a private placement in connection with the IPO.
Appears in 1 contract
Samples: Jiya Acquisition Corp.
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 825,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer Subscriber (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 1 contract
Samples: 10X Capital Venture Acquisition Corp
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 1,500,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (Spartan Acquisition Corp. II)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 562,500 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer Subscriber (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 1 contract
Samples: DFP Healthcare Acquisitions Corp.
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 1,875,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer Subscriber (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 1 contract
Samples: Subscription Agreement (Hudson Executive Investment Corp. III)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 937,500 Shares (as such amount may be adjusted for share splitssubdivisions, 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 Buyer Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 1 contract
Samples: Graf Global Corp.
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 1,150,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer Subscriber (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 1 contract
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 656,250 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 Buyer Subscriber (and all other initial shareholders of the Company stockholders prior to the IPO, if any) will own an aggregate number of Class B Common Shares, not including Class A Common Shares equal to issuable upon exercise of any warrants or any Class A Common Shares (including as part of Units) purchased by Subscriber or other initial stockholders in the IPO or in the aftermarket, representing 20% of the issued and outstanding Shares common stock of the Company immediately following the IPO.
Appears in 1 contract
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 1,522,500 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer Subscriber (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 2022.5% of the issued and outstanding Shares immediately following the IPO.
Appears in 1 contract
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 750,000 Shares (as such amount may be adjusted for share splitssub-divisions, share consolidations, share capitalizations, 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 Buyer Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 1 contract
Samples: Colonnade Acquisition Corp.
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 1,500,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer Subscriber (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 1 contract
Samples: CM Life Sciences III Inc.
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 1,125,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 1 contract
Samples: Laris Media Acquisition Corp
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Overallotment Option is not exercised in full, the Buyer acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 562,500 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 2025% of the issued and outstanding Shares immediately following shares of Class A Common Stock sold in the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (Dorchester Capital Acquisition Corp.)
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 1,312,500 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (Decarbonization Plus Acquisition Corp III)
Partial or No Exercise of the Over-allotment Option. In the event the Company completes the IPO and the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 937,500 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer Subscriber (and all other initial shareholders stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 1 contract
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Buyer Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 843,750 750,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.
Appears in 1 contract
Samples: Endurance Acquisition Corp.