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. (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.
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, 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. 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) If at the Closing, the SPAC Closing Cash is less than $20,000,000, the Sponsor hereby agrees, upon and subject to the Closing, to forfeit all dividends accrued on the shares of Preferred Stock of SPAC owned by the Sponsor, at the time of payment, whether such dividend shall be paid in cash or by the issuance of additional shares of Preferred Stock of SPAC (the “Forfeited Dividends”). For the avoidance of doubt, if SPAC Closing Cash is equal to or more than $20,000,000, there shall be no Forfeited Dividends.
Sponsor Forfeiture. (a) Immediately prior to the Acquisition Merger Closing, at 8:01 am New York City time on the date immediately following the SPAC Merger Closing Date, the Sponsor shall deliver to the Surviving Corporation for cancellation and for no consideration the Sponsor Redemption Forfeited Shares (if any) and the Additional Incentive Forfeited Shares.
Sponsor Forfeiture. (a) Immediately prior to, and subject to the Closing, Sponsor shall forfeit or contribute to Parent for no consideration and without any further action of any party, up to an aggregate amount equal to (i) up to 4,500,000 Parent Class A Shares and (ii) up to 6,500,000 Parent Warrants; provided that the amount of Parent Class A Shares to be contributed to Parent in clause (i) shall be reduced by 20,000 Parent Class A Shares for each $1,000,000 by which (x) the proceeds from the Closing Offering plus the funds remaining in the Trust Account (after giving effect to redemptions and any financial incentives or discounts given so that Parent stockholders do not redeem and the repayment of any outstanding debt to Sponsor or its affiliates whether or not due and payable) together with (y) the proceeds from any Permitted Company Financing, in each case as existing in the aggregate as of the Closing, exceeds $38,000,000.
Sponsor Forfeiture. At the Closing, the Sponsor hereby agrees to take all necessary actions to forfeit and cause to be cancelled: (i) 899,797 Sponsor Shares, and (ii) 5,016,667 Acquiror Private Placement Warrants.
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.
