Forward Purchase Shares definition

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

Forward Purchase Shares means any Class A Shares to be issued pursuant to the Forward Purchase Agreement.

Forward Purchase Shares means the shares of Class A Common Stock issuable pursuant to the Forward Purchase Agreements;

Examples of Forward Purchase Shares in a sentence

• The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the 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 Purchaser understands that no public market now exists for the Forward Purchase Shares, and that the Company has made no assurances that a public market will ever exist for the Forward Purchase Shares.

• The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

• By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward Purchase Shares.

• Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

More Definitions of Forward Purchase Shares

Forward Purchase Shares means Class A Ordinary Shares issued pursuant to Forward Purchase Agreements.

Forward Purchase Shares means the Ordinary Shares to be issued to the Forward Purchase Investor pursuant to the Forward Purchase Agreement; (v) “Founder Shares” shall mean the 5,562,500 Class B ordinary shares, par value $0.00008 per share, held by the Sponsor or its permitted transferees (or 5,000,000 shares if the over-allotment option is not exercised by the Underwriters in full); (vi) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares; (vii) “Private Placement Warrants” shall mean the Warrants to purchase up to 5,000,000 Ordinary Shares of the Company (or 5,540,000 Ordinary Shares if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $5,000,000 in the aggregate (or $5,540,000 if the over-allotment option is exercised in full), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (viii) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (ix) “Shares” shall mean, collectively, the Ordinary Shares and the Founder Shares; (x) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (xi) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

Forward Purchase Shares means Class A Shares and/or Class C Shares issued pursuant to Forward Purchase Agreements.

Forward Purchase Shares has the meaning set forth in the recitals to this Agreement.

Forward Purchase Shares shall have the meaning set forth in the A&R Forward Purchase Agreement.

Forward Purchase Shares means shares of Common Stock that may be issued pursuant to the Forward Purchase Agreement.

Forward Purchase Shares means the shares of our Class A common stock to be issued pursuant to the forward purchase agreement;