Common use of Potential Forfeiture Clause in Contracts

Potential Forfeiture. (a) If either (A) the Purchaser, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.9% of the Public Shares (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties and their affiliates collectively own five percent (5%) of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants.

Potential Forfeiture. (a) If either (A) the PurchaserThe Purchaser agrees that if, in connection with a Business Combination, the Subscribing Parties Sponsor decides (i) to forfeit, transfer to a third person, exchange, subject to transfer, vesting or conditional forfeiture provisions or amend the terms of all or any portion of the Founder Shares and/or the Private Placement Warrants (or the Sponsor’s membership interests representing an interest in any of the foregoing) or (ii) to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (or the Sponsor’s membership interests representing an interest in any of the foregoing), including voting in favor of any amendment to the terms of the Founder Shares and/or the Private Placement Warrants (each, a “Change in Investment”), such Change in Investment shall apply pro rata to the Purchaser and their affiliates do not beneficially own or holdthe Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants to be held by each on the Business Combination Closing; provided, directly or indirectly, at least 9.9however that in no event shall such Change in Investment apply to more than 25% of the Public Founder Shares (to be purchased by the “Forfeiture Threshold”) as Purchaser and/or 25% of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares Private Placement Warrants held by the Purchaser. The Purchaser after giving effect agrees to any redemptions of the Public Shares take all steps and execute all such agreements as may be necessary or reasonably requested by the Purchaser, Sponsor to effectuate such Change in Investment on the Subscribing Parties and their affiliates, and same terms as applicable to the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties)Sponsor. By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties Sponsor agrees to (x) forfeit 10% of its Private Placement Warrants and their affiliates collectively own five percent (5%) 10% of its Founder Shares as part of the Public Shares (after giving effect to any redemptions of their Public Shares)Business Combination, the Purchaser shall also would be obligated to forfeit 10% of its Private Placement Warrants and 10% of its Founder Shares, or (y) transfer 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal Private Placement Warrants and 50% of its Founder Shares as part of the Initial Subscriber Founder Shares. For the avoidance of doubtBusiness Combination, no Ownership Reduction shall result in the Purchaser having would only be obligated to forfeit or transfer any 25% of its Private Placement WarrantsWarrants and forfeit 25% of its Founder Shares because in no event shall a Change in Investment apply to more than 25% of the Founder Shares to be purchased by the Purchaser and/or 25% of the Private Placement Warrants held by the Purchaser.

Potential Forfeiture. (a) If either (Ai) the Purchaser, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.9% of the Public Shares (the “Forfeiture Threshold”) as of on the date of set for the vote by the Company’s stockholders to approve the Business Combination or (ii) on the Business Day (as defined below) immediately prior to the scheduled closing of the Business Combination or (B) each, a “Determination Date”), the Purchaser redeems all beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, a portion number of its Public Shares in connection with (the Business Combination that results in lesser number of Public Shares so beneficially owned by the PurchaserPurchaser on either Determination Date, the Subscribing Parties and their affiliates collectively owning “Determination Date Shares”) that is less than the Forfeiture ThresholdThreshold (as defined below), then (1) the Purchaser shall automatically forfeit to the Company, and have no further right, title or interest in, a pro rata number of Initial Subscriber its Founder Shares Shares, and (2) the Sponsor (or its designee, provided that any designee shall be subject to the approval of the Purchaser, such approval not to be unreasonably withheld) shall have the right, but not the obligation, to purchase from the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced a pro rata by number of the Purchaser’s Private Placement Units for a purchase price of $10.00 per Private Placement Unit (such number of Private Placement Units, the “Callable Units”), in each case calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, (as defined below) and the denominator shall equal is the Forfeiture Threshold (the “Ownership Reduction”)Threshold. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares ownedDetermination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way The Purchaser shall take all actions as may be reasonably necessary to consummate any forfeiture and/or sale contemplated by this Section 2, including entering into agreements and delivering certificates and instruments and consents as may be deemed by the Company to be necessary or appropriate (which shall not require the Purchaser to make any representations other than as to its clear title to the applicable Founder Shares and/or Private Placement Units and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the Purchaser hereby grants to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of example and without limiting the foregoing, in the event attorney to effect any forfeiture contemplated hereby on behalf of the Purchaser, the Subscribing Parties and their affiliates collectively own five percent (5%) which power of the Public Shares (after giving effect attorney shall be deemed to any redemptions of their Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrantsbe coupled with an interest.

Potential Forfeiture. So long as the Subscribing Parties have purchased a number of Units in the IPO equal to or greater than the IPO Threshold, if (a) If either (A) the Purchaser, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.9% of the Public Shares (the “Forfeiture Threshold”) as of on the date of the vote by the Company’s stockholders to approve the Business Combination or (b) on the Business Day immediately prior to the scheduled closing of the Business Combination or (B) each, a “Determination Date”), the Purchaser redeems all beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, a portion number of its Public Shares in connection with (the Business Combination that results in lesser number of Public Shares so beneficially owned by the PurchaserPurchaser on either Determination Date, the Subscribing Parties and their affiliates collectively owning “Determination Date Shares”) that is less than the Forfeiture ThresholdThreshold (as defined below), then the number of Initial Subscriber Founder Shares that Purchaser shall automatically forfeit to the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliatesCompany for no consideration, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”)have no further right, title or interest in, all of such Purchaser’s Founder Shares. For the avoidance of doubt, in calculating the number of Public Shares (if any) which that the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares ownedDetermination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way The Purchaser shall take all actions as may be reasonably necessary to consummate any forfeiture contemplated by this Article 2, including entering into agreements and delivering certificates and instruments and consents as may be deemed by the Company to be necessary or appropriate (which shall not require the Purchaser to make any representations other than as to its clear title to the applicable Founder Shares and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the Purchaser hereby grants to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of example and without limiting the foregoing, in the event attorney to effect any forfeiture contemplated hereby on behalf of the Purchaser, the Subscribing Parties and their affiliates collectively own five percent (5%) which power of the Public Shares (after giving effect attorney shall be deemed to any redemptions of their Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrantsbe coupled with an interest.

Potential Forfeiture. (a) If on either of (Ai) the Purchaser, last day on which the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.9% of Purchaser may exercise its redemption rights relating to the Public Shares (the “Forfeiture Threshold”if any) as of it holds or (ii) on the date of the vote by the Company’s stockholders shareholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) each, a “Determination Date”), the Purchaser redeems all beneficially owns or a portion holds, directly or indirectly, after giving effect to any redemptions of its Public Ordinary Shares in connection with the Business Combination Combination, a number of Public Shares (the “Determination Date Shares”) that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning is less than the Forfeiture ThresholdThreshold (as defined below), then the number of Initial Subscriber Founder Shares that the Sponsor will transfer and Purchaser may will purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser (if any) after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”); provided, however, that in no event shall the Ownership Reduction reduce the number of Founder Shares that the Sponsor will transfer and the Purchaser will purchase pursuant to Section 1(a)(ii) by more than 50%. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares ownedDetermination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the PurchaserAs used herein, the Subscribing Parties and their affiliates collectively own five percent (5%) of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser “Forfeiture Threshold” shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50mean [●]% of the Initial Subscriber Founder issued and outstanding Public Shares. For On each Determination Date, Purchaser shall provide upon request of the avoidance Company a holdings report reflecting the Purchaser’s holdings of doubt, no Ownership Reduction shall result in the Ordinary Shares as of such Determination Date. If there is a discrepancy between the Purchaser’s holdings as represented by the Purchaser having and the Company’s records, the parties agree to forfeit or transfer reconcile any Private Placement Warrantsdifferences in good faith.

Potential Forfeiture. (a) If either (A) the Purchaser, sum of (x) the Subscribing Parties and their affiliates do not beneficially own Public Shares owned or holdheld, directly or indirectly, by the Purchaser and (y) the number of shares of Class A Common Stock for which the Purchaser has executed a binding commitment to purchase in connection with the closing of the Business Combination at a price equal to or greater than $10.00 per share (or, for the avoidance of doubt, equivalent securities of the target of the Business Combination or the successor registrant of the Company, in each case at price equivalent to at least 9.9% $10.00 per share of Class A Common Stock) (such sum, the “Total Purchaser Closing Investment Shares”) does not equal or exceed the number of shares that is [9.9%]5 of the Public Shares (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning Total Purchaser Closing Investment Shares being less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Total Purchaser Closing Investment Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties and their affiliates collectively own five percent (5%) Total Purchaser Closing Investment Shares equals [4.95%]6 of the Public Shares (after giving effect to any redemptions of their its Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. 5 To be prorated for each Purchaser. 6 To be prorated for each Purchaser.

Potential Forfeiture. (a) If on either of (Ai) the Purchaser, last day on which the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.9% of Purchaser may exercise its redemption rights relating to the Public Shares (the “Forfeiture Threshold”if any) as of it holds or (ii) on the date of the vote by the Company’s stockholders shareholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) each, a “Determination Date”), the Purchaser redeems all beneficially owns or a portion holds, directly or indirectly, after giving effect to any redemptions of its Public Ordinary Shares in connection with the Business Combination Combination, a number of Public Shares (the “Determination Date Shares”) that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning is less than the Forfeiture ThresholdThreshold (as defined below), then the number of Initial Subscriber Founder Shares that the Sponsor will transfer and Purchaser may will purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser (if any) after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”)Reduction”); provided, however, that in no event shall the Ownership Reduction reduce the number of Founder Shares that the Sponsor will transfer and the Purchaser will purchase pursuant to Section 1(a)(ii) by more than 50%. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares ownedDetermination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the PurchaserAs used herein, the Subscribing Parties and their affiliates collectively own five percent (5%) of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser “Forfeiture Threshold” shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50mean [●]% of the Initial Subscriber Founder issued and outstanding Public Shares. For On each Determination Date, Purchaser shall provide upon request of the avoidance Company a holdings report reflecting the Purchaser’s holdings of doubt, no Ownership Reduction shall result in the Ordinary Shares as of such Determination Date. If there is a discrepancy between the Purchaser’s holdings as represented by the Purchaser having and the Company’s records, the parties agree to forfeit or transfer reconcile any Private Placement Warrantsdifferences in good faith.

Potential Forfeiture. (a) If either (A) the PurchaserIf, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.9% of the Public Shares (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the date of the scheduled closing of the Business Combination Combination, either (A) the Purchaser, the other Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 7.25% of the Public Shares (the “Forfeiture Threshold”) or (B) the Purchaser or any of the other Subscribing Parties redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the other Subscribing Parties and their affiliates collectively owning less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that the Purchaser may purchase purchased pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the other Subscribing Parties and their affiliates, and the denominator of which shall equal the Forfeiture Threshold (the “Ownership Reduction”); provided, however, that in no event shall the Ownership Reduction result in the Purchaser having to forfeit more than 70% of the Founder Shares that the Purchaser has the right to purchase from the Sponsor hereunder. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the other Subscribing Parties and their affiliates collectively own three and six hundred twenty-five thousandths of one percent (53.625%) of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer and/or sale of the Founder Shares contemplated by this Section 2(a), including entering into agreements and delivering certificates and instruments and consents as may be deemed by the Company to be necessary or appropriate (which shall not require the Purchaser to make any representations other than as to its clear title to the applicable Founder Shares and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument). Any reference to “affiliate" in this Agreement means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person for which purpose “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

Potential Forfeiture. (a) If If, as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the scheduled closing of the Business Combination, either (A) the Purchaser, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.97.5% of the Public Shares as of immediately following the IPO Closing (excluding any Public Shares issued pursuant to the Over-allotment Option) (the “Forfeiture Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning less than the Forfeiture Threshold, then the number of Initial Subscriber Founder Shares that held by the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by the product of (i) a fractionfraction (expressed as a percentage), the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Forfeiture Threshold Threshold, multiplied by (ii) two (the “Ownership Reduction”); provided, however, that in no event shall the Ownership Reduction result in the Purchaser having to forfeit more than 75% of the Founder Shares that the Purchaser has the right to purchase from the Sponsor hereunder. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties and their affiliates collectively own five percent (5%) % of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser shall forfeit 50% 66⅔% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% 66⅔% of the Initial Subscriber Founder Shares. Any Founder Shares forfeited by the Purchaser shall be transferred to the Sponsor. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants.