Forward Purchase Units definition

Forward Purchase Units shall have the meaning given in the Recitals hereto.
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Forward Purchase Units means units of the Company, consisting of Forward Purchase Shares and Forward Purchase Warrants that may be issued pursuant to the Forward Purchase Agreement.
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Forward Purchase Units means any units, each consisting of one Class A Share and one-fourth of one redeemable warrant, to be issued pursuant to the Forward Purchase Agreement.
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Examples of Forward Purchase Units in a sentence

  • The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Forward Purchase Units, as well as the terms of the Company’s proposed IPO, with the Company’s management.

  • The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (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 Purchaser’s representations as expressed herein.

  • This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”).

  • At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the Company the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing.

  • The Purchaser agrees that it shall not Transfer any Forward Purchase Units (or the Forward Purchase Shares and Forward Purchase Warrants, including the Class A Shares issued or issuable upon the exercise of any such Forward Purchase Warrants) until 30 days after the completion of the initial Business Combination.

  • Neither the Company, nor any of its officers, directors, employees, agents or shareholders 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 Forward Purchase Units.

  • Neither the Purchaser, nor any of its officers, directors, employees, agents, shareholders or partners 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 Forward Purchase Units.

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

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

  • The Purchaser understands that the Forward Purchase Units 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 Units indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.


More Definitions of Forward Purchase Units

Forward Purchase Units means Holdco Units issued to Azimut and/or its designees in exchange for units of EdtechX purchased pursuant to the Forward Purchase Agreement.
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Forward Purchase Units means the shares of Class A Common Stock and units purchased by the Sponsor pursuant to a Forward Purchase Contract between the Company and the Sponsor, dated as of January 24, 2018, where each unit is comprised of one share of Class A Common Stock and one warrant.
Sample 1

Related to Forward Purchase Units

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

  • Forward Purchaser has the meaning set forth in the introductory paragraph of this Agreement.

  • 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.

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

  • Option Units means the Common Units that the Partnership will agree to issue upon an exercise of the Over-Allotment Option.

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

  • Offered Units shall have the meaning set forth in Section 11.1 hereof.

  • Initial Units means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as of the date of this Agreement.

  • Initial Purchase Date means the date on which the first Purchase made pursuant to this Agreement shall occur.

  • Placement Units shall have the meaning given in the Recitals hereto.

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

  • Per Unit Purchase Price equals $0.8670, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur between the date of this Agreement and the applicable Closing Date.

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

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

  • NIM Securities As defined in the tenth Recital to this Agreement.

  • Firm Securities means the number or amount of Securities that the several Underwriters are initially committed to purchase under the Underwriting Agreement (which may be expressed as a percentage of an aggregate number or amount of Securities to be purchased by the Underwriters, as in the case of a standby Underwriting Agreement). “Additional Securities” means the Securities, if any, that the several Underwriters have an option to purchase under the Underwriting Agreement to cover over-allotments. The number, amount, or percentage of Firm Securities set forth opposite each Underwriter’s name in the Underwriting Agreement plus any additional Firm Securities which such Underwriter has made a commitment to purchase, irrespective of whether such Underwriter actually purchases or sells such number, amount, or percentage of Securities under the Underwriting Agreement or Article XI hereof, is hereinafter referred to as the “Original Underwriting Obligation” of such Underwriter, and the ratio which such Original Underwriting Obligation bears to the total of all Firm Securities set forth in the Underwriting Agreement (or, in the case of a standby Underwriting Agreement, to 100%) is hereinafter referred to as the “Underwriting Percentage” of such Underwriter. For the avoidance of doubt, each Underwriter acknowledges and agrees that, for all purposes under this Agreement and otherwise (including, to the extent applicable, for purposes of Section 11(e) under the U.S. Securities Act of 1933 (the “1933 Act”)), each Underwriter’s Underwriting Percentage of the total number, amount, or percentage of Securities offered and sold in the Offering (including any Additional Securities), and only such number, amount, or percentage, constitutes the securities underwritten by such Underwriter and distributed to investors.1 References herein to laws, statutory and regulatory sections, rules, regulations, forms, and interpretive materials will be deemed to include any successor provisions.

  • Initial Optional Purchase Date The first Distribution Date following the date on which the Aggregate Loan Balance is less than 10.00% of the Cut-off Date Balance.

  • Lock-Up Securities has the meaning set out in Section 5(l).

  • 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.

  • ETP Securities means the Series of ETP Securities to which these Conditions relates or, as the context may require, any or all securities issued by the Issuer under the Programme.

  • 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.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Optional Purchase Date As defined in Section 8.01(a) of the Servicing Agreement. Optional Purchase Percentage: 10.00%.

  • Private Units means (x) the Units purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased in connection with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration Statement; (vi) “Registration Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.