Forward Purchase. Simultaneously with the closing of an initial Business Combination, the Sponsor will purchase from the Company pursuant to the Forward Purchase Agreement (as defined in Section 2.21.2 hereof), 1,000,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Forward Purchase Units”) at a purchase price of $10.00 per Forward Purchase Unit, and 250,000 shares of Common Stock in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Forward Purchase Units and shares of Common Stock is referred to herein as the “Forward Purchase Private Placement.” The Forward Purchase Units, the shares of Common Stock (including those included in the Forward Purchase Units) and Warrants included in the Forward Purchase Units (the “Forward Purchase Warrants”) and shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Forward Purchase Securities. The Forward Purchase Warrants are identical to the Warrants except that (i) the Forward Purchase Warrants will be non-redeemable by the Company and (ii) the Forward Purchase Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Forward Purchase Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination.
Forward Purchase. As provided in this Agreement, immediately prior to the Business Combination Closing, the Purchaser shall purchase no less than $50,000,000 of Forward Purchase Securities, consisting of up to 5,000,000 Forward Purchase Shares at a price of $10.00 per Forward Purchase Share, together with an aggregate of up to 1,000,000 Forward Purchase Warrants (the “Forward Purchase”). The Forward Purchase shall be effectuated, in one or more private placements of Forward Purchase Securities.
Forward Purchase. As provided in this Agreement, immediately prior to the Business Combination Closing, the Purchasers shall purchase up to $50,000,000 of Forward Purchase Securities, consisting of up to 5,000,000 Forward Purchase Shares at a price of $10.00 per Forward Purchase Share, together with an aggregate of up to 1,000,000 Forward Purchase Warrants, and each Purchaser shall severally and not jointly purchase such number of Forward Purchase Shares and Forward Purchase Warrants as set forth on such Purchaser’s signature page (the “Forward Purchase”). The Forward Purchase shall be effectuated, if at all, in one or more private placements of Forward Purchase Securities. The Forward Purchase is subject to the approval of the Company’s board of directors (“Board of Directors”). The Company and the Purchasers may determine, by mutual agreement, to increase the number of Forward Purchase Securities at any time prior to the Company’s Business Combination.
Forward Purchase. As provided in this Agreement, immediately prior to the Business Combination Closing, the Purchasers shall purchase no less than 12,500,000 Forward Purchase Shares at a price of $10.00 per Forward Purchase Share, and each Purchaser shall severally and not jointly purchase such number of Forward Purchase Shares as set forth on such Purchaser’s signature page (the “Forward Purchase”). The Forward Purchase shall be effectuated, if at all, in one or more private placements of Forward Purchase Shares. The Forward Purchase is subject to the approval of the Company’s board of directors (“Board of Directors”). The Company and each Purchaser may determine, by mutual agreement, to increase the number of Forward Purchase Shares at any time prior to the Company’s Business Combination.
Forward Purchase. Subject to the conditions set forth in this Agreement, immediately prior to the Business Combination Closing, the Purchaser shall purchase 6,000,000 Forward Purchase Securities, consisting of 4,000,000 Forward Purchase Shares at a price of $10.00 per Forward Purchase Share, together with an aggregate of 2,000,000 Forward Purchase Warrants (the “Forward Purchase”). The Forward Purchase shall be effectuated, if at all, in one or more private placements of Forward Purchase Securities. The Company and the Purchaser may determine, by mutual agreement, to increase the number of Forward Purchase Securities at any time prior to the Company’s initial Business Combination.
Forward Purchase. Simultaneously with the closing of an initial Business Combination, GPIAC II, LLC or another subsidiary or affiliate of GP Investments, Ltd. will purchase from the Company pursuant to the Forward Purchase Agreement (as defined in Section 2.21.5 hereof), $50 million of units, which units are identical to the Firm Units subject to certain exceptions (the “Forward Purchase Units”) at a purchase price of $10.00 per Forward Purchase Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Forward Purchase Units is referred to herein as the “Forward Purchase Private Placement.” The Forward Purchase Units, the Ordinary Shares included in the Forward Purchase Units and Warrants included in the Forward Purchase Units (the “Forward Purchase Warrants”) and Ordinary Shares issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Forward Purchase Securities. The Forward Purchase Warrants are identical to the Placement Warrants.
Forward Purchase. As provided in this Agreement, concurrently with the Business Combination Closing, each Purchaser shall purchase, at a price of $9.50 per Forward Purchase Share, such number of Forward Purchase Shares as set forth on such Purchaser’s signature page (the “Forward Purchase”). The Forward Purchase shall be effectuated in one or more private placements of Forward Purchase Shares. The Company, Newco and each Purchaser may determine, by mutual agreement, to increase the number of Forward Purchase Shares at any time prior to the Definitive Business Combination.
Forward Purchase. Subject to the terms and conditions of this Agreement and the satisfaction of the Capital Condition, on each Trade Date on or prior to the Facility End Date, the Seller and the Purchaser shall enter into a transaction pursuant to which the Seller shall sell, transfer, assign and otherwise convey to the Purchaser (or its designee), and the Purchaser shall purchase (or cause its designee to purchase) for an amount equal to the Purchase Price of the applicable Loan, all right, title and interest of the Seller (whether now owned or hereafter acquired or arising, and wherever located) in and to such Loan and the Loan Rights in respect of such Loan (each, a “Forward Purchase”). The Seller and the Purchaser shall use reasonable efforts to settle such Forward Purchase as soon as reasonably practicable and on such date as may be reasonably agreed by the Seller and the Purchaser (the date of each such settlement, a “Settlement Date”). Such Loan and such Loan Rights so sold pursuant to this Section 2.2(a) shall be transferred and assigned to the Purchaser (or its designee) free and clear of all Liens, except such Liens imposed by any financing provider to the Seller, which Liens shall be released concurrent with such Forward Purchase. For the avoidance of doubt, the Purchaser shall purchase any and all Loans held by the Seller on the Facility End Date and the Trade Date for any such purchase shall be the Facility End Date.
Forward Purchase. (i) The Subscriber covenants and agrees that until the earlier of the (A) consummation of the Transaction (the “Merger Closing”) or (B) Termination Date (as defined below), it shall not, and shall ensure that each of its Affiliates does not, Transfer any shares of Common Stock acquired pursuant to the terms of this Agreement. For purposes hereof, “
Forward Purchase. Following the Conversion on the Closing Date, the FPA Purchaser (or its permitted assignee) shall purchase from IIAC, and IIAC shall issue to the FPA Purchaser, 22,500,000 IIAC Class A Ordinary Shares for an aggregate purchase price of €184,500,000, subject to adjustment in accordance with the terms of the Forward Purchase Agreement.
