Common use of Founder Shares Clause in Contracts

Founder Shares. On February 10, 2021, HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), purchased 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). 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 any of the Initial Shareholders until the earlier of: (i) one year following the completion of the Company’s Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange its ordinary 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 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 10, In January 2021, HCM Investor Holdings, LLC, a Delaware limited liability company the Company issued to AHAC Sponsor III LLC (the “Sponsor”), purchased 7,187,500 for an aggregate consideration of $25,000, 4,312,500 shares of the Company’s Class B ordinary sharescommon stock, par value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). 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 any of the Initial Shareholders Stockholders until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (x) if when the closing price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share capitalizationsstock dividends, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 2.22.1 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 937,500 562,500 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 Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 10March 1, 2021, HCM Investor Holdings, LLC, a Delaware limited liability company the Company issued to Alpine Acquisition Sponsor LLC (the “Sponsor”), purchased 7,187,500 Class B ordinary sharesfor an aggregate consideration of $25,000, par value $0.0001 per share (4,312,500 shares of Common Stock. In June 2021, the “Founder Shares”)Sponsor contributed an aggregate of 1,437,500 shares of Common Stock to the Company’s capital for no consideration, for $25,000 from resulting in the Company in a private placement intended to be exempt from registration under Section 4(a)(2) Sponsor holding an aggregate of the Securities Act 2,875,000 shares of 1933, as amended (the “Act”)Common Stock. 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 any of the Initial Shareholders Sponsor until the earlier of: (i) one year six months following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company completes a liquidation, merger, share stock exchange or other similar transaction after the initial Business Combination, that results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares of common stock 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 937,500 375,000 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 February 10December 6, 2021, HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), purchased 7,187,500 Company issued an aggregate of 4,312,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for a total subscription price of $25,000 from 50,000 to Alchemy DeepTech Capital LLC, a Delaware limited liability company (“Sponsor”). On October 7, 2022, the Sponsor effected a surrender of 287,500 Founder Shares to the Company for no consideration, resulting in the Sponsor holding an aggregate of 4,025,000 Founder Shares. On February 7, 2023, the Sponsor effected a private placement intended surrender of 1,150,000 Founder Shares to be exempt from registration under Section 4(a)(2) the Company for no consideration, resulting in the Sponsor holding an aggregate of the Securities Act of 1933, as amended (the “Act”)2,875,000 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 any of the Initial Shareholders Sponsor until the earlier of: (iA) one (1) year following the completion of the Company’s Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (yB) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange its ordinary shares for cash, securities or other property. Notwithstanding the foregoing, the Founder Shares (or Ordinary Shares issuable upon conversion thereof) will be released from the lock-up if, subsequent to the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) . 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 937,500 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025.0% of the issued and outstanding shares of the Company Public Shares after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 10, In June 2021, HCM Investor Holdings, LLC, a Delaware limited liability company the Company issued to the Sponsor (the “Sponsor”defined below), purchased 7,187,500 for an aggregate consideration of $25,000, 4,598,750 shares of Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), for $25,000 from the Company ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discountsIn September 2021, commissions or placement fees have been or will be payable in connection with the purchase of Company effected a 0.0174775754 for 1 stock dividend for each Founder Share outstanding, and, as a result, the Sponsor holds 4,679,125 Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders initial stockholder until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (x) if when the closing price of the Company’s Class A ordinary shares equals or Common Stock exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 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, Phoenix Biotech Sponsor LLC (the Sponsor “Sponsor”) will be required to forfeit such number of Founder Shares (up to 937,500 592,875 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On February 10October 28, 20212020, HCM Investor Holdings, the Company issued to CGA Sponsor LLC, a Delaware limited liability company (the “Sponsor”), purchased 7,187,500 for an aggregate consideration of $25,000, 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In November 2020, the Sponsor transferred 50,000 Class B ordinary shares to each of the independent directors of the Company. On December 16, 2020, the Company effected a share capitalization of 1,437,500 shares, resulting in an aggregate of 10,062,500 shares of Class B common stock outstanding. 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 any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion of the Company’s Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange its ordinary 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 937,500 1,312,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February As a result of a transaction on December 10, 20212020, HCM Investor Holdingsas of the date hereof, Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), purchased 7,187,500 holds 5,750,000 shares of Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”). In January 2021, for $25,000 from the Sponsor transferred 50,000 Founder Shares to Xxxxx Xxxxxxx and 40,000 Founder Shares to each of Xxxxxxxx Xxxxxxx, Xx. and Xxxxxxx Xxxxxxx at their original per-share purchase price. On February 11, 2021, the Company consummated a recapitalization of its issued and outstanding Founder Shares pursuant to which each issued and outstanding Founder Share converted into one and one-tenth issued and outstanding Founder Share, resulting in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)6,325,000 Founder Shares outstanding. 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 any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (xiii) if when the closing price of the Company’s shares of Class A ordinary shares common stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share capitalizationsstock dividends, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 20-trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange stock exchange, reorganization or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 SharesShares prior to or in connection with the consummation of a Business Combination. 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 937,500 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 10In December 2015, 2021, HCM Investor Holdings, LLC, a Delaware limited liability company the Company issued to Lagniappe Ventures LLC (the “Sponsor”), purchased 7,187,500 Class B ordinary sharesfor an aggregate consideration of $25,000, par value $0.0001 per share 4,312,500 shares of Common Stock (the “Founder Shares”), for $25,000 from ) (including 60,000 shares sold to the Company Company’s independent director nominees in December 2017 and including up to 562,500 shares which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). 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 any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (x) if when the closing price of the Company’s Class A ordinary shares equals or Common Stock exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share capitalizationsstock dividends, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 937,500 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 10In June 2024, 2021, HCM Investor Holdings, Mountain Lake Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), purchased from the Company an aggregate of 7,187,500 of our Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), shares in exchange for a capital contribution of $25,000 from the Company paid to cover certain offering costs, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. 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 any of the Initial Shareholders Sponsor until the earlier of: (i) one year following after the completion consummation of the Company’s a Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s such Business Combination, (x) if when the closing last reported sale price of the Company’s Class A ordinary shares Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, Combination or (y) the date on which the Company completes a liquidation, merger, share exchange exchange, reorganization or other similar transaction that results in all of the Public Shareholders Company’s shareholders having the right to exchange its their ordinary 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 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of approximately 23.81%of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 10, 2021, HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), purchased 7,187,500 The Company issued 1,725,000 Class B ordinary shares, par value $0.0001 per share 0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management LLC (the “Founder SharesSponsor”), for an aggregate consideration of $25,000 from the Company in a private placement intended 25,000, of which 225,000 of which were subject to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)forfeiture. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders until Sponsor for a time period ending on the date that is the earlier of: of (iA) one year following six months after the completion of the Company’s initial Business Combination and or (iiB) subsequent to the completion date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of the Company’s Business CombinationPublic Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (x1) if the closing last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share stock capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s initial Business Combination, Combination or (y2) the date on which if the Company completes complete a liquidation, merger, share exchange or other similar transaction that after the initial Business Combination which results in all of the Public Shareholders shareholders having the right to exchange its ordinary their shares for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business CombinationCombination within the time frame provided in the Prospectus (as defined below). 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 937,500 225,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding any shares included in the Placement Units (as defined below) and assuming the Sponsor does not purchase any Units in this Offering) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.