Common use of Founder Shares Clause in Contracts

Founder Shares. On January 25, 2021, the Company issued to Gladstone Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Founders Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholder until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the consummation of the Business Combination. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On January 25, 2021In July 2020, the Company issued to Gladstone SponsorCFAC Holdings VII, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 3,737,500 shares of the Company’s Class B Common Stock, par value $0.0001 per share common stock (the “Founders Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January 2021, the Company effectuated a 35/26-for-1 stock split, resulting in an aggregate of 5,031,250 Founder Shares being outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholder Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock share splits, stock dividendsshare capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination. The Founder Shares shall be subject ; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein)exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (but not including any Placement Shares (defined below)).

Founder Shares. On January 25, 2021In September 2020, the Company issued to Gladstone Sponsor, ARC Global Investments LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Founders Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholder Stockholders until the earlier of: (i) one year six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the consummation of the Business Combination. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On January 2528, 2021, the Company issued to Gladstone SponsorMaquia Investments North America, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 5,750,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Founders Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholder Stockholders until the earlier of: (i) one year six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the consummation of the Business Combination. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On January 25May 28, 20212024, the Company issued to Gladstone Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of the Company’s 7,666,667 Class B Common Stockordinary shares, par value $0.0001 per share (the “Founders Founder Shares”), for a total subscription price of $25,000 to Vine Hill Capital Sponsor I LLC, a Delaware limited liability company (“Sponsor”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholder Sponsor until the earlier of: (i) one year following the consummation of 180 days after the Business Combination; or (ii) subsequent to Combination Closing. Notwithstanding the consummation of foregoing, if we consummate a Business Combination, when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing transaction after the consummation of Business Combination Closing which results in the Business Combination. The Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares shall will be subject to restrictions on transfer as set forth in released from the Insider Letters (as defined in Section 2.21.1 herein)lock-up. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 1,000,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025.0% of the issued and outstanding shares of the Company (but not including any Placement Ordinary Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On January 25As a result of transactions effected in October 2020, 2021as of the date hereof, the Company issued to Gladstone Sponsor, CA Healthcare Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, ) holds 2,875,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share common stock (the “Founders Founder Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholder Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock share splits, stock dividendsshare capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination. The Founder Shares shall be subject ; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein)exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On January 25, In November 2021, the Company issued to Gladstone Sponsor, Evergreen LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of the Company’s Class B Common Stockordinary shares, par value $US$0.0001 per share (the “Founders Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of the Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholder Sponsor until the earlier of: (i) one year six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splitsshare subdivision, stock share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s shareholders having the right to exchange their shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares Units (as defined below)) and underlying securities) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On In January 25, 20212020, the Company issued to Gladstone SponsorCFAC Holdings V, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 11,500,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share common stock (the “Founders Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On October 1, 2020, the Company effectuated a 1.25-for-1 stock split. In December 2020, the Sponsor forfeited to the Company, at no cost, an aggregate of 5,750,000 Founder Shares. In January 2021, the Sponsor forfeited to the Company, at no cost, an additional 1,437,500 Founder Shares, resulting in there being an aggregate of 7,187,500 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholder Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock share splits, stock dividendsshare capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination. The Founder Shares shall be subject ; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein)exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (but not including any Placement Shares (defined below)).

Founder Shares. On January 25October 6, 20212023, the Company issued to Gladstone Sponsor, FG Merger Investors II LLC (the “Sponsor”), ) for an aggregate consideration of $25,000, 2,875,000 2,156,250 shares of the Company’s Class B Common Stock, par value $0.0001 per share Stock (the “Founders Founder Shares”)) in a private placement exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. In October 2023, the Sponsor transferred an aggregate of 465,000 Founder Shares to members of the Company’s management and board of directors (such individuals, together with the Sponsor, are referred to herein as the “initial stockholders”). Except as described in the Registration Statement, none of the Founder Shares may not be sold, assigned or transferred by the Initial Stockholder initial stockholders until (x) with respect to 50% of the Founder Shares, the earlier of: (i) one year following twelve months after the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, when date on which the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within a any 30-trading day period commencing after the consummation of the Business Combination. The ; and (y) with respect to the remaining 50% of the Founder Shares, twelve months after the consummation of the Business Combination, provided that all of the Founder Shares shall may be subject sold, assigned or transferred on the date following a Business Combination on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein)exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required has agreed to forfeit such number of Founder Shares (up to 375,000 281,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (excluding the shares of Common Stock underlying the Representative’s Units and the Private Placement Shares and the Private Placement Warrants).

Founder Shares. On January 25, In April 2021, the Company issued to Gladstone SponsorNorthview Sponsor I, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 5,175,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share Stock (the “Founders Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2021, the Sponsor forfeited 862,500 Founder Shares for no consideration. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholder Stockholders until the earlier of: (ix) one year following the consummation of the Business Combination; or (iiy) subsequent to the consummation of date on which the Company consummates a Business Combination, when the closing price transaction which results in all of the Common Stock equals Company’s stockholders having the right to exchange their shares for cash, securities, or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the consummation of the Business Combinationother property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Representative’s Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On January 25April 20, 2021, the Company issued to Gladstone Sponsor, LLC Wuren Fubao Inc. (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share 1,437,500 Ordinary Shares (the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholder Shareholders until the earlier of: (i) one year following after the consummation date of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier if, subsequent to a Business Combination, when the closing price Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Common Stock equals Company’s shareholders having the right to exchange their ordinary shares for cash, securities or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the consummation of the Business Combinationother property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On January 25March 18, 2021, the Company issued to Gladstone Sponsor, UNSDG Acquisition LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of the Company’s Class B Common Stockcommon stock, par value $0.0001 per share (the “Founders Founder Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholder Stockholders until the earlier of: to occur of (i) one year following after the consummation completion of the initial Business Combination; Combination or (ii) subsequent to the consummation of date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, when the closing price Combination that results in all of the Common Stock equals Company’s stockholders having the right to exchange their shares of common stock for cash, securities or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the consummation of the Business Combinationother property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 hereinhereof). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business CombinationCombination within 12 months (or up to 18 months, if applicable) from the closing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.