Common use of Founders’ Shares Clause in Contracts

Founders’ Shares. The Founders’ Shares shall have the terms set forth in the Certificate of Incorporation of the Company and the Founders’ Share Certificate attached as Exhibit B hereto. Without limiting the foregoing, the Purchaser hereby expressly agrees that if the Company consummates the Initial Public Offering, then (i) in connection with the stockholder vote required to approve a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or assets (a “Business Combination”), the Purchaser agrees to (x) vote the Founders’ Shares in accordance with a majority of the shares of common stock voted by holders of shares of common stock issued in the Initial Public Offering and (y) vote the Founders’ Shares in favor of an amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence, and (ii) the Purchaser agrees to waive any right to participate in any liquidation distribution to the extent set forth in Section 3.D of this Agreement.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Leopard Acquisition Corp.), Securities Purchase Agreement (Leopard Acquisition Corp.), Securities Purchase Agreement (Leopard Acquisition Corp.)

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Founders’ Shares. The Founders’ Founder’s Shares shall have the terms set forth in the Certificate of Incorporation of the Company and the Founders’ Founder’s Share Certificate attached as Exhibit B hereto. Without limiting the foregoing, the Purchaser hereby expressly agrees that if the Company consummates the Initial Public Offering, then (i) in connection with the stockholder vote required to approve a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or assets (a “Business Combination”), the Purchaser agrees to (x) vote the Founders’ Founder’s Shares in accordance with a majority of the shares of common stock voted by holders of shares of common stock issued in the Initial Public Offering and (y) vote the Founders’ Founder’s Shares in favor of an amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence, and (ii) the Purchaser agrees to waive any right to participate in any liquidation distribution to the extent set forth in Section 3.D of this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (GHL Acquisition Corp.)

Founders’ Shares. The Founders’ Founder’s Shares shall have the terms set forth in the Certificate of Incorporation of the Company and the Founders’ Founder’s Share Certificate attached as Exhibit B hereto. Without limiting the foregoing, the Purchaser hereby expressly agrees that if the Company Corporation consummates the Initial Public Offering, then (i) in connection with the stockholder vote required to approve a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or assets (a “Business Combination”), the Purchaser agrees to (x) vote the Founders’ Founder’s Shares in accordance with a majority of the shares of common stock voted by holders of shares of common stock issued in the Initial Public Offering and (y) vote the Founders’ Founder’s Shares in favor of an amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence, and (ii) the Purchaser agrees to waive any right to participate in any liquidation distribution to the extent set forth in Section 3.D of this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (HCM Acquisition CO)

Founders’ Shares. The Founders’ Founder’s Shares shall have the terms set forth in the Certificate of Incorporation of the Company and the Founders’ Founder’s Share Certificate attached as Exhibit B C hereto. Without limiting the foregoing, the each Purchaser hereby expressly agrees that if the Company consummates the Initial Public Offering, then (i) in connection with the stockholder vote required to approve a merger, capital stock exchange, asset acquisition acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or assets (a an Initial Business Combination”)) and the related amendment to the Amended and Restated Certificate of Incorporation of the Company to provide for the Company’s perpetual existence, the such Purchaser agrees to (x) vote the Founders’ Founder’s Shares in accordance with a majority of the shares of common stock voted by holders of shares of common stock issued in the Initial Public Offering and (y) vote the Founders’ Shares in favor of an amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence, and (ii) the each Purchaser agrees to waive any right to participate in any liquidation distribution to the extent set forth in Section 3.D of this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (GHL Acquisition Corp.)

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Founders’ Shares. The Founders’ Founder’s Shares shall have the terms set forth in the Certificate of Incorporation of the Company and the Founders’ Founder’s Share Certificate attached as Exhibit B C hereto. Without limiting the foregoing, the each Purchaser hereby expressly agrees that if the Company consummates the Initial Public Offering, then (i) in connection with the stockholder vote required to approve a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or assets (a “Business Combination”), the such Purchaser agrees to (x) vote the Founders’ Founder’s Shares in accordance with a majority of the shares of common stock voted by holders of shares of common stock issued in the Initial Public Offering and (y) vote the Founders’ Founder’s Shares in favor of an amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence, and (ii) the each Purchaser agrees to waive any right to participate in any liquidation distribution to the extent set forth in Section 3.D of this Agreement.

Appears in 1 contract

Samples: HCM Acquisition Company Securities Purchase Agreement (HCM Acquisition CO)

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