Forward Purchase Agreement Sample Contracts

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • March 31st, 2022 • Aries I Acquisition Corp. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of May 18, 2021, by and between Aries I Acquisition Corporation., a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).

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SECOND AMENDED & RESTATED FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • February 14th, 2022 • byNordic Acquisition Corp • Blank checks • New York

This Second Amended & Restated Forward Purchase Agreement (as the same may be further amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into and effective as of February 11, 2022, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Rothesay Investment Sarl SPF (the “Purchaser”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • April 12th, 2023 • Wejo Holdings Ltd. • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of August 4, 2021, by and among TKB Critical Technologies 1, a Cayman Islands exempt company (the “Company”), and each of Corbin ERISA Opportunity Fund, Ltd. (“Corbin ERISA”), Corbin Opportunity Fund, L.P. (“Corbin Opportunity”), Atalaya Special Purpose Investment Fund II LP (“ASPIF II”), and ACM ASOF VII (Cayman) Holdco LP (together with Corbin ERISA, Corbin Opportunity and ASPIF II, each a “Purchaser” and collectively the “Purchasers”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • February 16th, 2022 • Silver Sustainable Solutions Corp. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of January 28, 2022, by and between Silver Sustainable Solutions Corp., a Delaware corporation (the “Company”), and Avenue Sustainable Solutions Fund, L.P., a Delaware limited partnership (the “Purchaser”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • March 24th, 2021 • LDH Growth Corp I • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of March 18, 2021, by and among LDH Growth Corp I, a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • April 9th, 2021 • CM Life Sciences III Inc. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of April 6, 2021, by and between CM Life Sciences III Inc., a Delaware corporation (the “Company”), and Corvex Management LP, a Delaware limited partnership, acting solely in its capacity as investment advisor (in such capacity, the “Advisor”) to one or more investment funds, clients or accounts (collectively, “Clients”) managed from time to time by the Advisor.

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of March 18, 2021, between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), Glenview Capital Management, LLC (the “Adviser”) and each of the purchasers listed on the signature pages hereto (each, a “Purchaser” and, collectively, along with any additional entities identified by the Adviser to become a party to this agreement pursuant to Section 8(f) hereof, the “Purchasers”).

Between
Forward Purchase Agreement • November 15th, 2005 • STT Communications LTD • Telephone communications (no radiotelephone) • New York
FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • August 19th, 2022 • Lanvin Group Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • Hong Kong

This Forward Purchase Agreement (this “Agreement”) is entered into as of January 5, 2021, between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Primavera Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”) and the party listed as the purchaser on the signature page hereof (the “Purchaser”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • November 9th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of November 4, 2021, by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Orion Mine Finance Fund III LP, a Cayman Islands exempted limited partnership (together with its permitted assignees, the “Purchaser”).

first AMENDMENT TO THE FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • May 3rd, 2016 • CF Corp • Blank checks • Delaware

This First Amendment to the Forward Purchase Agreement (this “Amendment”) is entered into as of May 2, 2016, among CF Corporation, a Cayman Islands exempted company (the “Company”), the party listed as the purchaser on the signature page hereof (the “Purchaser”) and CF Capital Growth, LLC (the “Sponsor”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • April 25th, 2022 • JATT Acquisition Corp • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of August 5, 2021, by and between Jatt Acquisition Corp., a Cayman Limited Corporation (the “Company”) and Athanor International Master Fund, LP (the “Purchaser”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • April 13th, 2021 • Aldel Financial Inc. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is made as of this 8th day of April, 2021 by and between Aldel Financial Inc., a Delaware corporation (“Aldel Financial”) and Aldel Capital LLC (“Buyer”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • July 5th, 2022 • Health Sciences Acquisitions Corp 2 • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of July 4, 2022, by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (which shall deregister in the Cayman Islands and domesticate as a Delaware corporation prior to the Merger Closing, “Parent”), Orchestra BioMed, Inc., a Delaware corporation (the “Company”), and Covidien Group S.à.r.l. (the “Purchasing Party”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger, dated as of the date of this Agreement, by and among Parent, the Company and HSAC Olympus Merger Sub, Inc. (the “Merger Agreement”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • November 24th, 2021 • LatAmGrowth SPAC • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of __________, 2021, by and between LatAmGrowth SPAC, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), and _____________ (the “Purchaser”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • November 4th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of September 23, 2020, among TPG Pace Beneficial Finance Corp., a Cayman Islands exempted limited company (the “Company”), and other third parties (each, a “Purchaser”, and collectively, the “Purchasers”). The amount of Units (as defined below) subject to forward purchase by each Purchaser will be set forth, from time to time, in an appendix hereto (as may be amended from time to time without further input from the Company).

DATED JANUARY 31, 2021 AMONG KISMET ACQUISITION ONE CORP (The Company) and KISMET SPONSOR LIMITED (The Purchaser) and NEXTERS INC. (Pubco)
Forward Purchase Agreement • June 15th, 2021 • Nexters Inc. • Services-computer programming services • New York

This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of January 31, 2021, by and among (i) Kismet Acquisition One Corp., a British Virgin Islands business company with limited liability (the “Company”), (ii) Kismet Sponsor Limited, a business company incorporated in the British Virgin Islands with limited liability (the “Purchaser”). (iii) Nexters Inc., a British Virgin Islands business company (“Pubco”). The Company, the Purchaser and Pubco are sometimes referred to herein individually as a “party” and, collectively, as the “parties.” Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in that certain business combination agreement, dated on or around the date hereof, by and among (i) the Company, (ii) Sponsor (solely in its capacity as a representative of the shareholders of Kismet), (iii) Pubco, (iv) Nexters Global Ltd., a private limited liability company domiciled in Cyprus (the “Target Compa

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • February 25th, 2021 • Khosla Ventures Acquisition Co. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2021, between Khosla Ventures Acquisition Co., a Delaware corporation (the “Company”), [•], a Delaware [•], and [•], a Delaware [•] (together, the “Purchasers”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • February 22nd, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2021, by and between Soaring Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•], each account advised by [●] (the “Adviser”) and listed on a Schedule to be provided prior to the Forward Closing (as defined below) (each, severally but not jointly a “Purchaser”; collectively herein, the “Purchasers”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of [____________], 2020, between Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Nomura Securities International, Inc. (the “Purchaser”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • June 21st, 2021 • Lamar Partnering Corp • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2021, by and between Lamar Partnering Corporation, a Cayman Islands exempted company (the “Company”), and Lamar Partnering Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • October 1st, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of September 15, 2020, by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and The Phoenix Insurance Company Ltd., a company incorporated in Israel (“Phoenix”), The Phoenix Insurance Company Ltd. (Nostro), a company incorporated in Israel and an affiliate of Phoenix, and The Phoenix Excellence Pension and Provident Fund Ltd., a company incorporated in Israel and an affiliate of Phoenix (Phoenix and its affiliates collectively referred to herein as the “Purchaser”).

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ISRAEL AMPLIFY PROGRAM CORP. 20,000,000 Units Underwriting Agreement
Forward Purchase Agreement • May 14th, 2021 • Israel Amplify Program Corp. • Blank checks • New York

Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”

AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • February 15th, 2019 • Tortoise Acquisition Corp. • Blank checks • Delaware

This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of February 6, 2019, among Tortoise Acquisition Corp., a Delaware corporation (the “Company”), Tortoise Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (the “Purchaser”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • May 27th, 2020 • Longview Acquisition Corp. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of May 20, 2020, between Longview Acquisition Corp., a Delaware corporation (the “Company”), and Glenview Capital Management, LLC (the “Adviser”) and each of the purchasers listed on signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • July 7th, 2021 • Corsair Partnering Corp • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of June 30, 2021, by and among Corsair Partnering Corporation, a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).

AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • April 27th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York

This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of April 21, 2021 between Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Company”), Northern Genesis Capital II LLC, a Delaware limited liability company (f/k/a Northern Genesis Capital LLC) (“NGC”), and each Purchaser (as defined herein) that executes and delivers from time to time a Purchaser Joinder hereto (as defined herein), and amends and restates that certain Forward Purchase Agreement dated January 11, 2021 between the Company and NGC.

AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • March 19th, 2021 • TPG Pace Tech Opportunities Corp. • Blank checks • New York

This first amendment (the “Amendment”) to that certain Forward Purchase Agreement (the “Agreement”) entered into as of September 23, 2020, among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted limited company (the “Company”), and other third parties (each, a “Purchaser”, and collectively, the “Purchasers”), is entered into as of October 6, 2020, pursuant to Section 9(m) of the Agreement. Capitalized terms that are used herein shall have the meanings ascribed to them in the Agreement. In consideration of the mutual promises and covenants contained herein, the Company and the Purchaser hereby agree as follow:

AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • August 24th, 2021 • First Light Acquisition Group, Inc. • Blank checks • New York

This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of August 20, 2021, between First Light Acquisition Group, Inc., a Delaware corporation (the “Company”), and Franklin Strategic Series—Franklin Small Cap Growth Fund, a Delaware statutory trust (the “Purchaser”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • April 14th, 2021 • Panacea Acquisition Corp. II • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of April 6, 2021, by and among Panacea Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), EcoR1 Panacea Holdings II, LLC, a Delaware limited liability company (the “Adviser”), and each of the purchasers listed on signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • June 22nd, 2021 • DD3 Acquisition Corp. II • Blank checks • New York

This Amendment No. 1, dated as of June 21, 2021 (this “Amendment”), amends the Forward Purchase Agreement, dated as of November 19, 2020 (the “Agreement”), between DD3 Acquisition Corp. II, a Delaware corporation (the “Company”) and MG Partners Multi-Strategy Fund LP, an Ontario limited partnership (the “Purchaser”). Unless otherwise defined herein, capitalized terms are used herein as defined in the Agreement.

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • August 10th, 2020 • Black Knight, Inc. • Services-prepackaged software • Delaware

This Forward Purchase Agreement (this “Agreement”) is entered into as of July 26, 2020, by and between Black Knight, Inc., a Delaware corporation (“Black Knight”), and Cannae Holdings, LLC a Delaware limited liability company (the “Purchaser”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • February 2nd, 2021 • Mason Industrial Technology, Inc. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of January 28, 2021, between Mason Industrial Technology, Inc., a Delaware corporation (the “Company”), and Mason Industrial Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • June 1st, 2021 • EG Acquisition Corp. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of May 25, 2021 between EG Acquisition Corp., a Delaware corporation (the “Company”) and the purchaser that is a signatory hereto (the “Purchaser”).

AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • March 24th, 2022 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of March 23, 2022, by and among Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Avista Acquisition LP II, a Cayman Islands exempted limited partnership (the “Purchaser”), and OmniAb, Inc., a Delaware corporation (“SpinCo”), and amends and restates in its entirety that certain Forward Purchase Agreement (the “Original Agreement”), dated as of August 9, 2021, by and between the Company and the Purchaser. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in that certain Merger Agreement, dated as of the date of this Agreement, by and among the Company, Orwell Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of the Company, Ligand Pharmaceuticals Incorporated, a Delaware corporation, and SpinCo (the “Merger Agreement”).

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