Common use of Potential Forfeiture Clause in Contracts

Potential Forfeiture. (a) If on either (i) on the date of the vote by the Company’s stockholders to approve the Business Combination or (ii) the Business Day immediately prior to the closing of the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Common Stock in connection with the Business Combination, a number of Public Shares (the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below), then the Purchaser shall automatically transfer to the Sponsor or surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder Shares, provided that the Purchaser shall not be obligated to transfer to the Sponsor or surrender to the Company any Founder Shares to the extent that the remaining number of Founder Shares held by the Purchaser would be less than [_], the pro rata number being calculated as a fraction, the numerator of which is the number of Shortfall Shares (as defined below) and the denominator is the Forfeiture 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 Determination 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). The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer 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 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 attorney to effect any transfer contemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest.

Potential Forfeiture. (a) If on either (i) on the date of the vote by the Company’s stockholders to approve the Business Combination or (ii) the Business Day immediately prior to the closing of the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Common Stock in connection with the Business Combination, a number of Public Shares (the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below), then the Purchaser shall automatically transfer to the Sponsor or surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder Shares, provided that the Purchaser shall not be obligated to transfer to the Sponsor or surrender to the Company any Founder Shares to the extent that the remaining number of Founder Shares held by the Purchaser would be less than [_](or [_], if the Over-allotment Option is exercised in full), the pro rata number being calculated as a fraction, the numerator of which is the number of Shortfall Shares (as defined below) and the denominator is the Forfeiture 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 Determination 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). The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer 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 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 attorney to effect any transfer contemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest.

Potential Forfeiture. (a) If on either (i) 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 (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Common Stock in connection with the Business Combination, a number of Public Shares (the lesser number of Public Shares so beneficially owned by the Purchaser on either Determination Date, the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below), then (1) the Purchaser shall automatically transfer to the Sponsor or surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder 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 obligation to purchase from the Purchaser shall not be obligated to transfer to the Sponsor or surrender to the Company any Founder Shares to the extent that the remaining number of Founder Shares held by the Purchaser would be less than [_], the a pro rata number being of the Purchaser’s Private Placement Warrants for a purchase price of $1.00 per Private Placement Warrant, in each case calculated as a fraction, the numerator of which is the number of Shortfall Shares (as defined below) and the denominator is the Forfeiture 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 Determination 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). The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer 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 Warrants 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 attorney to effect any transfer contemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest.

Potential Forfeiture. (a) If on either (i) on the date of the vote by the Company’s stockholders to approve the Business Combination or (ii) the Business Day immediately prior to the closing of the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Common Stock in connection with the Business Combination, a number of Public Shares (the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below), then the Purchaser shall automatically transfer to the Sponsor or surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder Shares, provided that the Purchaser shall not be obligated to transfer to the Sponsor or surrender to the Company any Founder Shares to the extent that the remaining number of Founder Shares held by the Purchaser would be less than [_] (or [_], if the Over-allotment Option is exercised in full), the pro rata number being calculated as a fraction, the numerator of which is the number of Shortfall Shares (as defined below) and the denominator is the Forfeiture 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 Determination 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). The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer 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 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 attorney to effect any transfer contemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest.