Forward Purchase Agreements definition

Forward Purchase Agreements shall have the meaning given in the Recitals hereto.

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Forward Purchase Agreements means forward purchase agreements entered into among the Company, the Sponsor and certain investors prior to the IPO.

Forward Purchase Agreements means the forward purchase agreements entered into, or amended and restated, by ION on January 26, 2021;

Examples of Forward Purchase Agreements in a sentence

Pursuant to the Forward Purchase Agreements, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants.
Each of the Forward Purchase Agreements has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
Each of the Forward Purchase Agreements has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
On the Effective Date, the Company shall have delivered to the Representatives executed copies of the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Forward Purchase Agreements, the Registration Rights Agreement and the Insider Letter.
The Ordinary Shares issuable upon exercise of the Private Placement Warrants and the Forward Purchase Warrants have been duly authorized and reserved for issuance and, when issued and delivered against payment therefor pursuant to the Private Placement Warrants Purchase Agreement, the Amended and Restated Memorandum and Articles of Association, the Forward Purchase Agreements, and the Warrant Agreement, as applicable, will be validly issued as fully paid and non-assessable.

More Definitions of Forward Purchase Agreements

Forward Purchase Agreements means the Forward Purchase Agreements, dated October 5, 2017, among the Sponsor, the Company and each Anchor Investor.

Forward Purchase Agreements means those certain forward purchase agreements by and between (a) the Company and ZP Master Utility Fund, Ltd. and (b) the Company and Bluescape Resources Company LLC; (v) “Initial Stockholders” shall mean the Sponsor and any other holder of Founder Shares immediately prior to the Public Offering; (vi) “Private Placement Warrants” shall mean the warrants to purchase up to 9,500,000 shares of Common Stock of the Company (or 10,550,000 shares of Common Stock if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $9,500,000 in the aggregate (or $10,550,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (viii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (ix) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

Forward Purchase Agreements means the forward purchase agreements entered into, or amended and restated, by ION on January 26, 2021; “US GAAP” means accounting principles generally accepted in the United States of America.

Forward Purchase Agreements means those certain forward purchase agreements entered into between the Company and (a) Sound Point Capital Management, LP and (b) Sound Point Credit Opportunities Fund, L.P. (the “Forward Purchasers”), pursuant to which the Forward Purchasers will commit to purchase from the Company an aggregate of $50,000,000 Class A ordinary shares at a price of $10.00 per share, in a private placement that will close concurrently with the closing of the Company’s initial Business Combination; (iii) “Founder Shares” shall mean the 6,468,750 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iv) “Private Placement Warrants” shall mean the warrants to purchase Ordinary Shares of the Company that will be acquired by the Sponsor for an aggregate purchase price of $13,750,000 (or up to $15,437,500 if the Underwriters’ exercise their option to purchase additional units), or $1.00 per Warrant, in a private placement that shall close simultaneously with the consummation of the Public Offering (including Ordinary Shares issuable upon conversion thereof); (v) “Public Shareholders” shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (vi) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vii) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); (ix) “Charter” shall mean the Company’s Amended and Restated Memo...

Forward Purchase Agreements shall have the meaning set forth in Section 5.11(a).

Forward Purchase Agreements means those certain forward purchase agreements, entered into in connection with the TPG Pace IPO, by and among TPG Pace, TPG Holdings and certain third parties pursuant to which TPG Holdings, certain transferees of TPG Holdings and certain third parties, upon the terms and subject to the conditions set forth therein, have agreed to purchase certain Class A Shares and forward purchase warrants prior to the consummation of TPG Pace’s initial business combination;

Forward Purchase Agreements means, collectively, that certain Forward Purchase Agreement by and among the Company, Orchestra BioMed, Inc., and certain funds managed by RTW Investments, LP as Purchasing Parties (the “Sponsor Forward Purchase Agreement”), and that certain Forward Purchase Agreement by and among the Company, Orchestra BioMed, Inc., and Covidien Group S.à.r.▇. (“Covidien Group”), an affiliate of Medtronic plc (the “Covidien Forward Purchase Agreement”).