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 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 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 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 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 stockholders 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 of Class A Common Stock and Class B Common Stock 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 1,500,000 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 stockholders 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 of Class A Common Stock and Class B Common Stock 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 1,500,000 937,500 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 stockholders 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 2 contracts
Samples: Securities Subscription Agreement (Denham Sustainable Performance Acquisition Corp.), Securities Subscription Agreement (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 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 1,500,000 843,750 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 stockholders 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 of Class A Common Stock and Class B Common Stock 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 1,500,000 [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 stockholders 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 2 contracts
Samples: Securities Subscription Agreement (Pegasus Digital Mobility Acquisition Corp.), Securities Subscription Agreement (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 1,500,000 750,000 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 stockholders 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 of Class A Common Stock and Class B Common Stock 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 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 1,500,000 750,000 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 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 of Class A Common Stock and Class B Common Stock 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 1,500,000 750,000 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 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 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 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 1,500,000 937,500 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 stockholders 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 of Class A Common Stock and Class B Common Stock 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 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 1,500,000 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 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 2 contracts
Samples: Subscription Agreement (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 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 1,500,000 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 stockholders 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (Laris Media 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 1,500,000 825,000 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 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (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 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 1,500,000 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 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities 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 1,500,000 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 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (Integrated Energy Transition 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 1,500,000 562,500 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 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 of Class A Common Stock and Class B Common Stock immediately following 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 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 1,500,000 487,500 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 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (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 1,500,000 825,000 Shares (as such amount may be adjusted for share splitssub-divisions, 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 Subscriber (and all other initial stockholders shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 2020.0% of the issued and outstanding shares of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (ION Acquisition Corp 3 Ltd.)
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 1,500,000 562,500 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 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 of Class A Common Stock and Class B Common Stock 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: Securities Subscription Agreement (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 1,500,000 750,000 Shares (as such amount may be adjusted for share splitssub-divisions, 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 Subscriber (and all other initial stockholders 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (VPC Impact Acquisition Holdings)
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 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 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 of Class A Common Stock and Class B Common Stock 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 1,500,000 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 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (10X Capital Venture 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 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 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 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (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 1,500,000 937,500 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 stockholders 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (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 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 1,500,000 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 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 of Class A Common Stock and Class B Common Stock 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 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 1,500,000 three hundred seventy-five thousand (375,000) 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 stockholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to twenty percent (20% %) of the issued and outstanding common stock shares of Class A Common Stock and Class B Common Stock immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (dMY Squared Technology Group, 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 1,500,000 750,000 Shares (as such amount may be adjusted for share splitssub-divisions, 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 Subscriber (and all other initial stockholders shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 2020.0% of the issued and outstanding shares of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (ION Acquisition Corp 2 Ltd.)
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 1,500,000 937,500 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 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (Cornerstone Investment Capital Holdings Co.)
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 1,500,000 562,500 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 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (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 1,500,000 750,000 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 stockholders 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 of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (Endurance 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 1,500,000 375,000 Shares (as such amount may be adjusted for share splitssub-divisions, 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 Subscriber (and all other initial stockholders shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 2020.0% of the issued and outstanding shares of Class A Common Stock and Class B Common Stock Shares immediately following the IPO.
Appears in 1 contract
Samples: Securities Subscription Agreement (Helix Acquisition Corp. II)