Sponsor Forfeiture. The Sponsor hereby acknowledges and agrees that, immediately prior to the Merger Effective Time, the Sponsor shall automatically be deemed to irrevocably transfer to Parent, surrender and forfeit for no consideration 760,000 Founder Shares (such Founder Shares, the “Forfeited Securities”) and that from and after such time such Founder Shares shall be deemed to be cancelled and no longer outstanding.
Sponsor Forfeiture. Two Business Days prior to the Closing Date, Acquiror shall deliver written notice to the Company setting forth its good faith estimate of the Closing Acquiror Cash as of the Closing Date, together with reasonably detailed support for the calculation of such Closing Acquiror Cash. Irrespective of such estimate, if the actual amount of Closing Acquiror Cash is less than $432,000,000, then, immediately prior to the Recapitalization, the Sponsor shall automatically be deemed to have irrevocably transferred to Acquiror, surrendered, and forfeited for no consideration the number of Acquiror Old Class B Shares as provided in the Sponsor Letter Agreement, and such Acquiror Old Class B Shares shall, by virtue of the Transactions, be deemed to have been canceled and extinguished (the “Sponsor Capital Contribution”).
Sponsor Forfeiture. (a) Sponsor shall, as of immediately prior to the Closing on the Closing Date, forfeit for no consideration the right to receive 1,212,500 Holdings Common Shares that would otherwise be issued to Sponsor in connection with the Closing. The Holdings Common Shares forfeited pursuant to this Section 1.9(a) shall be issued to the Company Shareholders pro rata in accordance with such Company Shareholder’s Closing Number of Shares as provided for in Section 2.9 of the Business Combination Agreement.
(b) In the event that the SPAC Transaction Expenses are greater than $15,000,000, Sponsor shall, as of immediately prior to the Closing on the Closing Date, forfeit for no consideration the right to receive a number of Holdings Private Warrants that would otherwise be issued to Sponsor in connection with the Closing equal to (x) the amount SPAC Transaction Expenses are greater than $15,000,000 divided by (y) $5.00. The Holdings Private Warrants forfeited pursuant to this Section 1.9(b) shall be issued to the Company Shareholders pro rata in accordance with such Company Shareholder’s Closing Number of Shares as provided for in Section 2.9 of the Business Combination Agreement.
Sponsor Forfeiture. The Sponsor hereby agrees that, to the extent that the conditions related to the GEPT Issuance as set forth in the Forward Purchase Agreement have been satisfied, then at the Business Combination Closing and simultaneous with the GEPT Issuance, the Sponsor shall surrender and forfeit for no consideration a number of Class B Shares and Private Placement Warrants (the “Sponsor Forfeiture”) such that after the Sponsor Forfeiture and the GEPT Issuance, the Sponsor will own (i) a number of Class B Shares equal to 87.5% of the aggregate number of Class B Shares outstanding as of immediately following the Business Combination (after giving effect to the issuance of any Class B Shares as a result of anti-dilution rights or other adjustments and the number of Class B Shares transferred, assigned, sold or forfeited in connection with the Business Combination) but excluding 115,000 Class B ordinary shares from such calculation, and (ii) a number of Private Placement Warrants equal to 87.5% of the aggregate number of Private Placement Warrants outstanding as of immediately following the Business Combination (after giving effect to any Private Placement Warrants transferred, assigned, sold or forfeited in connection with the Business Combination).
Sponsor Forfeiture. Immediately prior to, and subject to the Closing, Sponsor shall irrevocably forfeit and surrender for no consideration and without any further action of any party up to an aggregate amount equal to 1,725,000 TKB Class B Shares and 3,225,000 TKB Private Warrants, which shall be inclusive of any TKB Class B Shares and TKB Private Warrants that Sponsor has agreed to forfeit in favor of the Forward Purchasers pursuant to those certain subscription agreements executed between Sponsor and the Forward Purchasers prior to the date hereof (the “Sponsor Inducement Securities”), as Sponsor may determine in its sole discretion, in order to secure (a) the financing commitments referred to in Section 5.19 of the Business Combination Agreement and (b) private investments in public equity of TKB; provided that with respect to any Sponsor Inducement Securities that are not forfeited by Sponsor at or prior to the Closing, Sponsor shall irrevocably forfeit and surrender for no consideration and without any further action of any party for the benefit of Wejo an aggregate amount equal to 50% of such non-forfeited Sponsor Inducement Securities effective immediately upon Closing.
Sponsor Forfeiture. The Sponsor hereby agrees that, immediately following the Merger Effective Time, the Sponsor shall automatically be deemed to irrevocably transfer to Dory Parent, surrender and forfeit for no consideration (i) 3,250,000 Dory Parent Common Shares (subject to adjustment (a) as described in the proviso to the definition of Founder Deferred Shares and (b) as provided in the following sentence), and (ii) a number of Dory Parent Warrants equal to 5,006,581, less, solely in the event there is Buyer Excess Cash, the Dory Parent Warrant Adjustment Amount (such Dory Parent Common Shares and Dory Parent Warrants, collectively, the “Forfeited Securities”) and that from and after such time such Dory Parent Common Shares shall be deemed to be cancelled and no longer outstanding. The Sponsor hereby acknowledges and agrees (on behalf of itself and any transferee of Founder Shares) that pursuant to the Closing Merger, at the Merger Effective Time, the Founder Shares shall be converted into the right to receive, in the aggregate, (x) 6,250,000 Dory Parent Common Shares (a portion of which shall be transferred and forfeited in accordance with this Agreement) and (y) 2,000,000 Founder Deferred Shares (subject to adjustment as described in the proviso to the definition of Founder Deferred Shares). The Sponsor further acknowledges and agrees that the terms and conditions of the Founder Deferred Shares (including the restrictions on transfer of any such Founder Deferred Shares provided therein) are governed by Section 2.6 of the Business Combination Agreement and the Sponsor acknowledges and agrees to be bound by such terms and conditions.
Sponsor Forfeiture. Effective immediately prior to (and contingent upon) the Closing (and for the avoidance of doubt, after the Second New PubCo Exchange Effective Time), in accordance with the terms of the Non-Redemption Agreement, the Sponsor shall forfeit an aggregate of 1,500,000 shares of SPAC Class B Common Stock for no consideration and with no further action required by any Person.
Sponsor Forfeiture. The Sponsor shall have forfeited the Founder Shares set forth in the Sponsor Forfeiture Letter in accordance with its terms.
Sponsor Forfeiture. Sponsor hereby agrees that, immediately prior to the Closing, Sponsor shall irrevocably forfeit and surrender 2,049,250 SPAC Shares to SPAC (the “Sponsor Inducement Shares”) for no consideration as a contribution to the capital of SPAC and shall take any other action requested by PubCo or the Company to evidence such forfeiture and surrender. For clarity, aside from the Sponsor Inducement Shares, no SPAC Shares are otherwise subject to vesting or forfeiture in favor of SPAC for any reason or by any agreement or document, other than specifically agreed in this Article I.
Sponsor Forfeiture. Prior to the Domestication Effective Time (but subject to the Closing), Acies and the Sponsor hereby agree to take all necessary actions to forfeit and cause to be cancelled for no consideration 850,000 Sponsor Shares and 715,000 Acies Private Placement Warrants. In addition to the foregoing, following the expiration of the redemption offer made by Acies to all holders of Public Shares and prior to the Domestication Effective Time, the Acies and Sponsor hereby agree to take all necessary actions to forfeit and cause to be cancelled for no consideration, as applicable:
(i) in the event that 25% or more of the Public Shares are redeemed by the holders thereof, 403,594 Sponsor Shares (the “First Redemption Trigger Forfeited Shares”);
(ii) in the event that 50% or more of the Public Shares are redeemed by the holders thereof, (A) the First Redemption Triggered Forfeited Shares plus (B) 403,594 Sponsor Shares (the “Second Redemption Trigger Forfeited Shares”); and
(iii) in the event that more than 25% but less than 50% of the Public Shares are redeemed by the holders thereof, (A) the First Redemption Trigger Forfeited Shares plus (B) a proportional amount of the Second Redemption Trigger Forfeited Shares up to the full amount of such shares if 50% or more of the Public Shares are redeemed.
