Potential Forfeiture. (a) If either (A) the Purchaser, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.9% of the Public Shares (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties and their affiliates collectively own five percent (5%) of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants.
(b) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (including, without l...
Potential Forfeiture. The Purchaser agrees that, to the extent that it fails to pay the FPU Purchase Price when required in accordance with Section 1 hereof and such failure to pay remains uncured after five (5) Business Days’ notice from the Company, the Purchaser shall forfeit to the Company all of its Class B Shares. If the Purchaser fails to forfeit any Class B Shares it is required to forfeit hereunder, the Purchaser hereby grants hereunder to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to effect such forfeiture on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest. Any forfeiture under this Agreement shall take effect as a surrender for no consideration as a matter of Cayman Islands law.
Potential Forfeiture. (a) If (i) on the date set for the vote by the Company’s stockholders to approve the Business Combination or (ii) on the Business Day (as defined below) immediately prior to the scheduled closing of the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, a number of Public Shares (the lesser number of Public Shares so beneficially owned by the Purchaser on either Determination Date, the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below), then (1) the Purchaser shall automatically forfeit to the Company, and have no further right, title or interest in, a pro rata number of its Founder Shares, and (2) the Sponsor (or its designee, provided that any designee shall be subject to the approval of the Purchaser, such approval not to be unreasonably withheld) shall have the right, but not the obligation, to purchase from the Purchaser a pro rata number of the Purchaser’s Private Placement Units for a purchase price of $10.00 per Private Placement Unit (such number of Private Placement Units, the “Callable Units”), in each case calculated as a fraction, the numerator of which is the number of Shortfall Shares (as defined below) and the denominator is the Forfeiture Threshold. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Determination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). The Purchaser shall take all actions as may be reasonably necessary to consummate any forfeiture and/or sale contemplated by this Section 2, including entering into agreements and delivering certificates and instruments and consents as may be deemed by the Company to be necessary or appropriate (which shall not require the Purchaser to make any representations other than as to its clear title to the applicable Founder Shares and/or Private Placement Units and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the Purchaser hereby grants to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to effe...
Potential Forfeiture. (a) In the event that the Purchaser submits an indication of interest of less than the number of Public Units of the Company listed on Schedule A hereto (which does not include additional amounts in the event of the exercise of any over-allotment option) (the “Minimum Purchaser IPO Order Amount”) (provided that the aggregate of all Purchasers’ Minimum Purchaser IPO Order Amount shall not be greater than, without regard for any Public Units sold as part of the exercise of an over-allotment option, the lesser of (i) Units with an aggregate public offering price equal to the number of shares in the Minimum Purchaser IPO Order Amount for all Purchasers multiplied by $10.00, and (ii) Minimum Purchaser IPO Order Amount for all Purchasers), or fails to pay for the Public Units allocated to Purchaser (provided that such allocation shall not exceed the Minimum Purchaser IPO Order Amount for all Purchasers), the Purchaser acknowledges and agrees that it (or, if applicable, it and any transferees of Securities) shall forfeit back to the Sponsor any and all rights to the Founder Shares. However, should the Purchaser be allocated less than the Minimum Purchaser IPO Order Amount not including the exercise of any over-allotment option, or should the underwriters fail to exercise the over-allotment option, the allocation of Founder Shares shall not be reduced. Furthermore, the Purchaser may, in its sole discretion purchase more than the Minimum Purchaser IPO Order Amount but shall in no event be obligated to do so without first having the opportunity to purchase additional Founder Shares in an amount proportional to any increase in the Purchaser’s order at the same price per Founder Share as detailed on Schedule A attached hereto. Notwithstanding anything else herein to the contrary and for the avoidance of doubt, the Minimum IPO Purchase Order Amount for all Purchasers shall not exceed the “Percent of Offering” (as specified on Schedule A attached hereto) of the Public Units being offered in the IPO, without regard for the exercise of any over-allotment option, and to the extent of any such excess, the Minimum IPO Purchase Order Amount under this Agreement shall be deemed to be reduced to such Percent of Offering amount.
(b) The parties hereto hereby agree that the number of Founder Shares allocated to Purchaser shall not be subject to forfeitures, surrenders, transfers, disposals, exchanges, claw-backs, concessions or earn-outs for any reason, including as part of negot...
Potential Forfeiture. The Purchaser agrees that, to the extent that it fails to pay any portion of the FPU Purchase Price (such portion, the “Short Amount”) when required in accordance with Section 1 hereof and such failure to pay remains uncured after five (5) Business Days’ notice from the Company, the Purchaser shall forfeit to the Company such number of its Class B Shares that is the product of (i) total number of Class B Shares acquired by the Purchaser under this Agreement and (ii) the Short Amount as a percentage of the FPU Purchase Price. If the Purchaser fails to forfeit any Class B Shares it is required to forfeit hereunder, the Purchaser hereby grants hereunder to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to effect such forfeiture on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest. Any forfeiture under this Agreement shall take effect as a surrender for no consideration as a matter of Cayman Islands law.
Potential Forfeiture. The Purchaser agrees that if, in connection with a Business Combination, the Sponsor decides (i) to forfeit, transfer to a third person, exchange, subject to transfer, vesting or conditional forfeiture provisions or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants (or the Sponsor’s membership interests representing an interest in any of the foregoing) or (ii) to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (or the Sponsor’s membership interests representing an interest in any of the foregoing), including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants (each, a “Change in Investment”), such Change in Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants to be held by each on the Business Combination Closing; provided, however that in no event shall such Change in Investment apply to more than 75% of the Founder Shares to be purchased by the Purchaser and/or 75% of the Private Placement Warrants held by the Purchaser. The Purchaser agrees to take all steps and execute all such agreements as may be necessary or reasonably requested by the Sponsor to effectuate such Change in Investment on the same terms as applicable to the Sponsor.
Potential Forfeiture. To the extent that the IPO Option is not exercised in full, the Purchaser shall forfeit to the Company for no consideration, a number of Sponsor Founder Shares in the aggregate equal to the product of 1,800,000 multiplied by a fraction, xxiv) the numerator of which is 7,200,000 minus the number of Public Units purchased upon the exercise of the IPO Option, and xxv) the denominator of which is 7,200,000. The forfeiture will be adjusted to the extent that the IPO Option is not exercised in full (or the Company increases or decreases the size of the IPO) so that the holders of the Class B Shares immediately prior to the IPO will own an aggregate of 20.0% of the Company’s issued and outstanding common stock immediately after the IPO.
Potential Forfeiture. Any grant by the Company hereunder is subject to forfeiture pursuant to the terms and conditions of the Plan.
Potential Forfeiture. Additional events could result in forfeiture of loss of the Option. In addition, all rights granted and/or shares of Stock delivered under this Agreement are subject to recoupment under the Company’s recoupment policy as in effect from time to time.
Potential Forfeiture. To the extent that the IPO Option is not exercised in full, the Purchaser shall forfeit to the Company for no consideration, a number of Sponsor Founder Shares in the aggregate equal to the product of [•] multiplied by a fraction, (i) the numerator of which is [•] minus the number of Public Units purchased upon the exercise of the IPO Option, and (ii) the denominator of which is [•]. The forfeiture will be adjusted to the extent that the IPO Option is not exercised in full (or the Company increases or decreases the size of the IPO) so that the holders of the Class B Shares immediately prior to the IPO will own an aggregate of 20.0% of the Company’s issued and outstanding ordinary shares immediately after the IPO. Any forfeiture under this Agreement shall take effect as a surrender for no consideration as a matter of Cayman Islands law.
