Share Forfeiture. (a) Sponsor hereby agrees that if, as of the Test Date, (i) the Trading Price exceeds the Threshold Price; and (ii) there exist Rebate Shares, then Sponsor shall, no later than ten (10) Business Days following the Test Date, contribute, transfer, assign, convey and deliver to PubCo, and PubCo shall acquire and accept from Sponsor all of Sponsor’s right, title, and interest in, to and under, the lesser of (x) 50.1% of such Rebate Shares (rounded down to the nearest whole share) and (y) 5,010,000 PubCo Shares (subject to an equitable adjustment to reflect the effect of any share subdivisions, share consolidations, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change), for nil consideration (such portion of the Rebate Shares so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor, the “Forfeiture Shares”).
Share Forfeiture. In the event that any Guarantor shall fail to make payment when due of such Guarantor’s Pro-Rata Percentage pursuant to the terms of Section 3 or Section 4(b) (a “Defaulting Guarantor” and the unpaid portion of such Guarantee, the “Default Amount”), the Company shall notify each of the Guarantors (other than the Defaulting Guarantor) (such other Guarantors being so notified, the “Contributing Guarantors”) of the aggregate Default Amount. Each Contributing Guarantor may (but shall not be obligated to) fund the Default Amount to OneWest in satisfaction of the Defaulting Guarantor’s obligations in respect of the Default Amount; provided, that if more than one Guarantor elects to fund the Default Amount, such electing Guarantors shall fund the Default Amount pro rata based on their respective Pro-Rata Percentage or in such other manner as they may agree (provided that the FPI Guarantors shall have the right to fund the full Pro-Rata Percentage of the FPI Guarantors before the Pro-Rata Percentage of the FPI Guarantors is offered to any other Guarantor). If and to the extent that OneWest agrees to accept funding from a Contributing Guarantor in satisfaction of the Default Amount, then in connection with the funding of all (but not less than all) or any portion of any Default Amount by one or more Contributing Guarantors, the Defaulting Guarantor shall immediately surrender a number of shares of the Company’s common stock, par value $0.001 per share (or in the case of a Guarantor that owns preferred stock of the Company, the most senior class of convertible preferred stock of the Company held by such Guarantor), equal to the Default Amount actually funded by the Contributing Guarantors divided by Funded 1 Xxxxxxxx: Please confirm current authorized amount is sufficient in light of increased guarantee amount. If not, we will need to amend the charter to increased the authorized number of shares. Guarantee Preferred Stock Issue Price (which in the case of preferred shall be calculated on an as-if converted to common basis), and such shares shall be transferred on the books and records of the Company to the Contributing Guarantors pro rata based on the respective amounts funded. In the event that less than all of the Default Amount is funded by the Contributing Guarantors (or none of the Default Amount is funded), the Defaulting Guarantor shall surrender to the Company (which shall become authorized, but unissued shares) a number of shares of the Company’s common st...
Share Forfeiture. In connection with the consummation of the Transactions, if the Company waives in writing the condition set forth in Section 7.03(e) of the BCA, the Sponsor, immediately prior to the First Effective Time, shall have automatically, without any further action on the part of Sponsor, forfeited and surrendered, or shall cause the forfeiture and surrender, to SPAC, for no consideration, of 603,750 of its Ithax Class B Ordinary Shares. The Sponsor hereby agrees to take, and authorizes SPAC to take, such actions as shall be necessary to evidence such surrender and forfeiture, if applicable, of such Ithax Class B Ordinary Shares, as of immediately prior to the First Effective Time. If, between the date of this Agreement and the Closing the outstanding Ithax Class B Ordinary Shares shall have been changed into a different number of shares or a different class, by reason of any dividend, subdivision, reclassification, recapitalization, split, combination or exchange, or any similar event shall have occurred (including any of the foregoing in connection with the Domestication or the First Merger), then the number of Ithax Class B Ordinary Shares to be forfeited hereunder, will be equitably adjusted to reflect such change. The obligations specified in this Section 6 shall be applicable only in connection with the Transactions contemplated by the BCA and this Agreement and shall be void and of no force and effect if the BCA shall be terminated for any reason.
Share Forfeiture. The Sponsors acknowledge and agree that, (i) the agreement by the Sponsor Affiliate to forfeit the Forfeited Shares pursuant to the terms of the Non-Redemption Agreements constitutes a forfeiture in connection with SPAC’s initial Business Combination, as contemplated by the Purchase Agreement and, accordingly, Previous Sponsor is required to forfeit its pro rata portion of the Forfeited Shares, (ii) the number of SPAC Shares to be forfeited by the Sponsor Affiliate and the Previous Sponsor is set forth in Exhibit A, (iii) at the Closing, the Sponsors shall cause all right, title and interest in and to such Forfeited Shares to be transferred to SPAC without consideration, and (iv) from and after the Closing, the Sponsors shall not have any rights with respect to such Forfeited Shares. SPAC is authorized to deliver any notices required to be delivered to its transfer agent and take such further actions in order to accept, terminate and/or cancel any Forfeited Shares that have been forfeited as provided in this Section 1.10.
Share Forfeiture. To the extent the Unpaid SPAC Liabilities and Unpaid SPAC Expenses shall collectively exceed $10,000,000 without the prior written consent of the Company, each Stockholder agrees to immediately forfeit and surrender, without further consideration, an amount of Per Share Consideration issuable in respect of such Stockholder’s Covered Shares pursuant to the Business Combination Agreement equal to their pro rata percentage of such excess liabilities and expenses relative to the Per Share Consideration issued to the other members of the Sponsor Group, with the aggregate amount of Company Ordinary Shares to be forfeited pursuant to this Section 7 to equal the quotient of the aggregate amount by which the Unpaid SPAC Liabilities and Unpaid SPAC Expenses collectively exceed $10,000,000 divided by the Company Share Value (as adjusted pursuant to the terms of the Business Combination Agreement, if applicable).
Share Forfeiture. (a) Effective as of the Effective Date, Maker assigns, transfers and delivers to the Company all of Maker’s right, title and interest in and to 113,751 of the Pledged Securities (the “Forfeited Securities”) and the related Pledged Collateral in respect thereof (together with the Forfeited Securities, the “Forfeited Collateral”; for avoidance of doubt, the 286,249 Pledged Securities owned by Maker are hereinafter referred to as the “Retained Securities” and such Retained Securities shall not constitute Forfeited Collateral) and waives all rights with respect to the Forfeited Collateral. Other than the satisfaction of Maker’s Obligations and Note, Maker is receiving no consideration in exchange for the Forfeited Collateral and has no expectation or right to any additional consideration in the future in respect thereof. Maker acknowledges and agrees that he shall not be entitled to any economic rights with respect to the Forfeited Collateral, including any dividend or payment upon liquidation or otherwise.
Share Forfeiture. The Sponsor agrees that, effective as of and conditioned upon the Closing, (i) the Sponsor shall forfeit and surrender to Parent 1,000,000 Parent Class A Ordinary Shares held by the Sponsor, together with all Parent Common Shares issued upon conversion thereof, including any securities paid as dividends or distributions with respect to or into which such shares are exchanged or converted (the “Forfeited Shares”), (ii) the Sponsor shall cause all right, title and interest in and to such Forfeited Shares to be transferred to Parent without consideration, and (iii) the Sponsor shall not have any rights with respect to such Forfeited Shares. Parent is authorized to deliver any notices required to be delivered to its transfer agent and take such further actions in order to accept, terminate and/or cancel any Forfeited Shares that have been forfeited as provided in this Section 1.8.
Share Forfeiture. In the event that the Underwriters purchase less than all of the Option Units that are subject to the Over-Allotment Option, then, effective as of the Business Day immediately following the date of the expiration or termination (other than by exercise in full by the Underwriters) of all or any portion of the Over-Allotment Option in accordance with the terms thereof (“Expiration Date”), such number of Forfeitable Shares as is determined below will automatically, and without further action by any party, be forfeited (such shares, the “Forfeited Shares”). The total number of Forfeited Shares shall be equal to 281,250 minus 25% of the number of Option Units purchased by the Underwriters pursuant to the Over-Allotment Option, or: Forfeited Shares = 281,250 - (Option Units purchased x 25%) The portion of the total number of Forfeited Shares each Initial Stockholder shall forfeit shall be proportionate to their respective ownership percentage of Forfeited Shares. All calculations resulting in fractional shares shall be rounded up to the next whole share.
Share Forfeiture. The Executive shall forfeit to the Company the 20,000 Ordinary Shares subject to forfeiture restrictions purchased by the Executive pursuant to Section 4(a) of the Original Agreement in the event that, prior to December 14, 2006, either (i) the Company terminates the Executive's employment with the Company for Cause pursuant to Section 7(c) of this Agreement or (ii) the Executive voluntarily terminates his employment with the Company during the Employment Period pursuant to Section 7(e)(ii) of this Agreement. Such forfeiture shall be effective as of the Date of Termination in connection with any such event, and the Executive shall not be entitled to receive any consideration from the Company in connection with the Executive's forfeiture of the Ordinary Shares pursuant to this Section 6(j).
