Additional Forward Purchase Shares definition

Additional Forward Purchase Shares means any Class A Shares to be issued pursuant to the Additional Forward Purchase Agreements.
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Additional Forward Purchase Shares shall have the meaning given in the Recitals hereto.
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Additional Forward Purchase Shares and, together with the Original Forward Purchase Shares, the “Forward Purchase Shares”) and 2,000,000 Redeemable Warrants (the “Additional Forward Purchase Warrants” and, together with the Original Forward Purchase Warrants, the “Forward Purchase Warrants” and, the Additional Forward Purchase Warrants, together with the Additional Forward Purchase Shares, the “Additional Forward Purchase Securities” and, together with the Original Forward Purchase Securities, the “Forward Purchase Securities”) at an aggregate purchase price of $100,000,000, in one or more private placements to occur no later than immediately prior to the consummation of the Company’s Business Combination;
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Examples of Additional Forward Purchase Shares in a sentence

  • The Additional Forward Purchaser understands that the offer and sale of the Additional Forward Purchase Shares to the Additional Forward Purchaser has not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Additional Forward Purchaser’s representations as expressed herein.

  • The Licensing Objectives of the Act are: • The prevention of crime and disorder• Public safety• The prevention of public nuisance• Protection of children from harm In discharging its general duties under Section 4 of the Act (promotion of licensing objectives), the Licensing Authority will at all times have regard to this policy when exercising its functions in respect of licensable activities.

  • The Company shall cooperate with the Additional Forward Purchaser, at its request, to facilitate the timely preparation and delivery of physical certificates representing the Additional Forward Purchase Shares and enable such certificates to be in such denominations or amounts, as the case may be, as the Additional Forward Purchaser may reasonably request and registered in such names as the Additional Forward Purchaser may reasonably request.

  • The Additional Forward Purchaser understands that its agreement to purchase the Additional Forward Purchase Shares involves a high degree of risk which could cause the Additional Forward Purchaser to lose all or part of its investment.

  • Neither the Company, nor any of its officers, directors, employees, agents or stockholders has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Additional Forward Purchase Shares.

  • A genetic map developed through a joint effort characterised more than 300 markers (Lagoda et al., 1998a).

  • The Additional Forward Purchaser understands that the Additional Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Additional Forward Purchaser must hold the Additional Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

  • The Additional Forward Purchaser understands that the offering of the Additional Forward Purchase Shares is not and is not intended to be part of the Distribution, and that the Additional Forward Purchaser will not be able to rely on the protection of Section 11 of the Securities Act.

  • The Additional Forward Purchase shall be effectuated in a private placement of Additional Forward Purchase Shares.

  • The Additional Forward Purchaser understands that no public market now exists for the Additional Forward Purchase Shares, and that the Company has made no assurances that a public market will ever exist for the Additional Forward Purchase Shares.

Related to Additional Forward Purchase Shares

  • Forward Purchase Shares shall have the meaning given in the Recitals hereto.

  • Purchase Shares has the meaning set forth in Section 2.2(a) hereof.

  • Initial Purchase Price has the meaning set forth in Section 2.1.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Over-allotment Purchase Price The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Accelerated Purchase Share Amount means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor in an Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time for such Accelerated Purchase.

  • Forward Purchase Agreement means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.

  • Additional Accelerated Purchase Share Amount means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor on an Additional Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(c) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Additional Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Additional Accelerated Purchase Date beginning at the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase and ending at the Additional Accelerated Purchase Termination Time for such Additional Accelerated Purchase.

  • Warrant Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

  • VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Purchased Securities has the meaning assigned in the Terms;

  • Initial Forward Price [⚫]% of the volume weighted average price at which the Shares are sold through the Agent acting as forward seller for Dealer pursuant to the Equity Distribution Agreement (assuming that the Agent sold such Shares in a commercially reasonable manner that reflects prevailing market prices) during the period from and including the Trade Date through and including the Hedge Completion Date, adjusted by the Calculation Agent in a commercially reasonable manner to (x) reflect on each day during such period the sum of 1 and the Daily Rate for such day multiplied by the then-Initial Forward Price as of such day and (y) reduce the then-Initial Forward Price by the relevant Forward Price Reduction Amount on each Forward Price Reduction Date occurring on or before the Hedge Completion Date. Forward Price: (a) On the Hedge Completion Date, the Initial Forward Price; and

  • Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.

  • Per Pre-Funded Warrant Purchase Price equals $0.0001, subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions relating to shares of Common Stock that occur after the date of this Agreement.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).