Offer to Sell. 1.3.1. If the Company desires to issue and sell equity securities pursuant to a PIPE Transaction, then no later than fifteen (15) days prior to entering into any definitive agreement binding the Company to effect (subject to any conditions and qualifications set forth in such agreement) its initial Business Combination (a “Business Combination Agreement”), the Company shall give written notice to NGC (an “FPA Offering Notice”), which shall state the Company’s bona fide intention to enter into a Business Combination Agreement, and specify all relevant details of the proposed sale and purchase of Forward Purchase Securities pursuant hereto, including (a) the FPA Offering Amount, (b) any modifications to the price, terms and/or conditions of such sale and purchase specified herein, to the extent required by Section 1.3.2, and (c) any terms and conditions of such sale and purchase that are not specified herein, and the proposed form of any Subscription Agreement (as defined below) that may be required by the Company to be executed by a Purchaser as a condition to such sale and purchase, in each case to the extent permitted by Section 1.3.3.
Appears in 2 contracts
Samples: Forward Purchase Agreement (Northern Genesis Acquisition Corp. III), Forward Purchase Agreement (Northern Genesis Acquisition Corp. II)
Offer to Sell. 1.3.1. If the Company desires to issue and sell equity securities pursuant to a PIPE Transaction, then no later than fifteen (15) days prior to entering into any definitive agreement binding the Company to effect (subject to any conditions and qualifications set forth in such agreement) its initial Business Combination (a “Business Combination Agreement”), the Company shall give written notice to NGC Counterparty (an “FPA Offering Notice”), which shall state the Company’s bona fide intention to enter into a Business Combination Agreement, and specify all relevant details of the proposed sale and purchase of Forward Purchase Securities pursuant hereto, including (a) the Counterparty FPA Offering Amount, (b) any modifications to the price, terms and/or conditions of such sale and purchase specified herein, to the extent required by Section 1.3.2, and (c) any terms and conditions of such sale and purchase that are not specified herein, and the proposed form of any Subscription Agreement (as defined below) that may be required by the Company to be executed by a Purchaser as a condition to such sale and purchase, in each case to the extent permitted by Section 1.3.3.
Appears in 2 contracts
Samples: Forward Purchase Agreement (Northern Genesis Acquisition Corp. II), Forward Purchase Agreement (Northern Genesis Acquisition Corp. III)
