Common use of Potential Forfeiture Clause in Contracts

Potential Forfeiture. (a) In the event that the Purchaser submits an indication of interest of less than the number of Public Units of the Company listed on Schedule A hereto (which does not include additional amounts in the event of the exercise of any over-allotment option) (the “Minimum Purchaser IPO Order Amount”) (provided that the aggregate of all Purchasers’ Minimum Purchaser IPO Order Amount shall not be greater than, without regard for any Public Units sold as part of the exercise of an over-allotment option, the lesser of (i) Units with an aggregate public offering price equal to the number of shares in the Minimum Purchaser IPO Order Amount for all Purchasers multiplied by $10.00, and (ii) Minimum Purchaser IPO Order Amount for all Purchasers), or fails to pay for the Public Units allocated to Purchaser (provided that such allocation shall not exceed the Minimum Purchaser IPO Order Amount for all Purchasers), the Purchaser acknowledges and agrees that it (or, if applicable, it and any transferees of Securities) shall forfeit back to the Sponsor any and all rights to the Founder Shares. However, should the Purchaser be allocated less than the Minimum Purchaser IPO Order Amount not including the exercise of any over-allotment option, or should the underwriters fail to exercise the over-allotment option, the allocation of Founder Shares shall not be reduced. Furthermore, the Purchaser may, in its sole discretion purchase more than the Minimum Purchaser IPO Order Amount but shall in no event be obligated to do so without first having the opportunity to purchase additional Founder Shares in an amount proportional to any increase in the Purchaser’s order at the same price per Founder Share as detailed on Schedule A attached hereto. Notwithstanding anything else herein to the contrary and for the avoidance of doubt, the Minimum IPO Purchase Order Amount for all Purchasers shall not exceed the “Percent of Offering” (as specified on Schedule A attached hereto) of the Public Units being offered in the IPO, without regard for the exercise of any over-allotment option, and to the extent of any such excess, the Minimum IPO Purchase Order Amount under this Agreement shall be deemed to be reduced to such Percent of Offering amount.

Potential Forfeiture. (a) In If (i)(x) the event that Purchaser, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, at least 9.999% of the Public Shares (the “Anchor Threshold”) either as of the date of the vote by the Company’s stockholders to approve the Business Combination or as of the Business Day immediately prior to the Business Combination Closing (as defined below) or (y) the Purchaser submits an indication redeems all or a portion of interest 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 number of Public Units of the Company listed on Schedule A hereto (which does not include additional amounts in the event of the exercise of any over-allotment option) (the “Minimum Purchaser IPO Order Amount”) (provided that the aggregate of all Purchasers’ Minimum Purchaser IPO Order Amount shall not be greater than, without regard for any Public Units sold as part of the exercise of an over-allotment option, the lesser of (i) Units with an aggregate public offering price equal to the number of shares in the Minimum Purchaser IPO Order Amount for all Purchasers multiplied by $10.00, Anchor Threshold and (ii) Minimum the Purchaser IPO Order Amount does not either (x) at the Business Combination Closing, purchase Units for all Purchasers)$25.0 million of Aggregate Purchase Price (each as defined in that certain Forward Purchase Agreement, entered into as of [DATE], by and between the Company and the Purchaser (the “Forward Purchase Agreement”) (for reasons other than those described in Section 1 of the Forward Purchase Agreement) pursuant to the Forward Purchase Agreement, or fails to pay for (y) execute an alternative financing in connection with the Public Units allocated to Purchaser Business Combination (provided that such allocation shall not exceed as described in Section 1(d) of the Minimum Purchaser IPO Order Amount for all Purchasers)Forward Purchase Agreement) under terms mutually agreed upon by the Purchaser, the Purchaser acknowledges Company and agrees that it (orthe Sponsor, if applicable, it and any transferees of Securities) then the [Sponsor] shall forfeit back to have the Sponsor any and all rights to the Founder Shares. However, should the Purchaser be allocated less than the Minimum Purchaser IPO Order Amount not including the exercise of any over-allotment option, or should the underwriters fail to exercise the over-allotment option, the allocation of Founder Shares shall not be reduced. Furthermore, the Purchaser may, in right at its sole discretion purchase more than the Minimum Purchaser IPO Order Amount but shall in no event be obligated to do so without first having the opportunity to purchase additional Founder Shares in an amount proportional to any increase in repurchase the Purchaser’s order at Private Placement Warrants for 50% of the same price per Founder Share Purchase Price within the thirty (30) days following the Business Combination Closing (the “Repurchase Right”); provided that in the event that Exxxxx X. Xxxxx and Wxxxx Xxxxxxxxxxxxx both no longer serve as detailed on Schedule A attached hereto. Notwithstanding anything else herein the Chief Executive Officer and Chief Financial Officer, respectively, of the Company as of the Business Day immediately prior to the contrary and for the avoidance of doubtBusiness Combination Closing, the Minimum IPO Purchase Order Amount for Sponsor shall forfeit the Repurchase Right. The Purchaser shall take all Purchasers actions as may be reasonably necessary to consummate any transfer and/or sale of the Private Placement Warrants and Founder Shares contemplated by this Section ‎2(a), including entering into agreements and delivering certificates, instruments and consents as may be deemed by the Company to be necessary or appropriate (which shall not exceed require the “Percent of Offering” (Purchaser to make any representations other than as specified on Schedule A attached hereto) of the Public Units being offered in the IPO, without regard for the exercise of any over-allotment option, and to its clear title to the extent of any such excess, applicable Private Placement Warrants and Founder Shares and its power and authorization to effect the Minimum IPO Purchase Order Amount under this Agreement shall be deemed to be reduced to such Percent of Offering amounttransactions contemplated by the applicable agreement or other instrument).