Forward Purchase definition

Forward Purchase means the purchase of the Forward Purchase Securities contemplated by the Forward Purchase Agreement.

Forward Purchase means the transactions contemplated and consummated pursuant to the Forward Purchase Agreement.

Forward Purchase has the meaning set forth in Section 2.2 hereof.

Examples of Forward Purchase in a sentence

• The Purchaser understands that the Forward Purchase Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

• By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward Purchase Securities.

• The Purchaser understands that no public market now exists for the Forward Purchase Securities, and that the Company has made no assurances that a public market will ever exist for the Forward Purchase Securities.

• Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities will be issued in compliance with all applicable federal and state securities laws.

• The Purchaser understands that its agreement to purchase the Forward Purchase Securities involves a high degree of risk which could cause the Purchaser to lose all or part of its investment.

More Definitions of Forward Purchase

Forward Purchase means the purchase of shares of TRTL Class A Common Stock, TRTL Class F Common Stock and warrants to purchase TRTL Class A Common Stock pursuant to the Forward Purchase Contract.

Forward Purchase means the transactions contemplated by the Forward Purchase Agreement.

Forward Purchase means the transactions contemplated by the Forward Purchase Agreement. “Forward Purchase Agreement” means the forward purchase agreement between IIAC and the FPAPurchaser, dated as of November 18, 2020, as amended on July 26, 2021.

Forward Purchase shall have the meaning assigned to such term in Section 2.2.

Forward Purchase means the purchase of up to an aggregate of 7,500,000 shares of Longview Class A common stock by the Forward Purchasers pursuant to the Amended Forward Purchase Agreement.

Forward Purchase. Contract is properly effected, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Stock or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Forward Purchase Contract Settlement Date, Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Income PRIDES; provided, however, that to the extent that such Holder continues to hold separated Preferred Stock that formerly comprised a part of such Holder's Income PRIDES, such Holder shall be entitled to receive any Dividends on such separated Preferred Stock.

Forward Purchase. Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments, if any, will be payable at the Corporate Trust Office of the Agent and the New York Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such address as it appears on the Upper DECS Register or by wire transfer to the account designated by such Person in writing. The Company shall have the right, at any time prior to the Forward Purchase Contract Settlement Date, to defer the payment of any or all of the Contract Adjustment Payments, if any, otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer such payment (specifying the amount to be deferred) as provided in the Forward Purchase Contract Agreement. Any Contract Adjustment Payments, if any, so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of 7.75% per year (computed on the basis of a 360-day year of twelve 30 day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued thereon, are referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to the Forward Purchase Contract Agreement. No Contract Adjustment Payments, if any, may be deferred to a date that is after the Forward Purchase Contract Settlement Date and no such deferral period may end other than on a Payment Date. In the event that the Company elects to defer the payment of Contract Adjustment Payments, if any, on the Forward Purchase Contracts until a Payment Date prior to the Forward Purchase Contract Settlement Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date.