Common use of Partial or No Exercise of the Over-allotment Option Clause in Contracts

Partial or No Exercise of the Over-allotment Option. In the event the Over- allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 7 contracts

Sources: Securities Subscription Agreement (Pioneer Acquisition I Corp), Securities Subscription Agreement (Titan Acquisition Corp.), Securities Subscription Agreement (Titan Acquisition Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 750,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 7 contracts

Sources: Securities Subscription Agreement (Wejo Holdings Ltd.), Securities Subscription Agreement (Vahanna Tech Edge Acquisition I Corp.), Securities Subscription Agreement (TKB Critical Technologies 1)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 375,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 6 contracts

Sources: Securities Subscription Agreement (RF Acquisition Corp II), Securities Subscription Agreement (Vistas Acquisition Co II Inc.), Securities Subscription Agreement (RF Acquisition Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over- allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 750,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 5 contracts

Sources: Securities Subscription Agreement (Voyager Acquisition Corp./Cayman Islands), Securities Subscription Agreement (Voyager Acquisition Corp./Cayman Islands), Securities Subscription Agreement (Voyager Acquisition Corp./Cayman Islands)

Partial or No Exercise of the Over-allotment Option. In the event the Over- allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 750,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 2025% of the issued and outstanding Shares share capital of the Company immediately following the IPO.

Appears in 2 contracts

Sources: Securities Subscription Agreement (Copley Acquisition Corp), Securities Subscription Agreement (Copley Acquisition Corp)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 975,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 2 contracts

Sources: Securities Subscription Agreement (Titan Acquisition Corp.), Securities Subscription Agreement (Titan Acquisition Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 796,875 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 2017.0% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (Seven Oaks Acquisition Corp. Ii)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 750,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 2025% of the issued and outstanding Shares share capital of the Company immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (Yorkville Acquisition Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 937,500 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (Investcorp Acquisition Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 1,125,000 Shares (as such amount may be adjusted for share splitssub-divisions, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (ScION Tech Growth II)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 678,375 Shares (as such amount may be adjusted for share splitssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 2018.09% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (ION Acquisition Corp 1 Ltd.)

Partial or No Exercise of the Over-allotment Option. In the event the Over- allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 140,625 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 203.0% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (Seven Oaks Acquisition Corp. Ii)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 750,000 Shares (as such amount may be adjusted for share splitssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 2020.0% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (ION Acquisition Corp 2 Ltd.)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 375,000 Shares (as such amount may be adjusted for share splitssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 2020.0% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (Helix Acquisition Corp. II)

Partial or No Exercise of the Over-allotment Option. In the event the Over- allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 1,125,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (AA Mission Acquisition Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 750,000 Shares (as such amount may be adjusted for share splitssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (VPC Impact Acquisition Holdings)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 1,875,000 Shares (as such amount may be adjusted for share splitssub-divisions, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (ScION Tech Growth I)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 825,000 Shares (as such amount may be adjusted for share splitssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 2020.0% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (ION Acquisition Corp 3 Ltd.)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and/or and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 937,500 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and any such transferees) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares Common Stock immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (RXR Acquisition Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 468,750 Shares (as such amount may be adjusted for share splitssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 2020.0% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (Helix Acquisition Corp)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 937,500 Shares (as such amount may be adjusted for share splitssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber (and all other initial shareholders of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (VPC Impact Acquisition Holdings II)

Partial or No Exercise of the Over-allotment Option. In the event the Over- allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 937,500 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (Healthwell Acquisition Corp. I)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 1,125,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (Space Acquisition Corp. I)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 615,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 2016.4% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (Seven Oaks Acquisition Corp.)

Partial or No Exercise of the Over-allotment Option. In the event the Over- Over-allotment Option is not exercised in full, Subscriber acknowledges and agrees that it (or, if applicable, it and/or any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 978,750 135,000 Shares (as such amount may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, Subscriber will own an aggregate number of Shares equal to 203.6% of the issued and outstanding Shares immediately following the IPO.

Appears in 1 contract

Sources: Securities Subscription Agreement (Seven Oaks Acquisition Corp.)