Insider Shares Sample Clauses

Insider Shares. In March 2021, the Company issued 2,875,000 shares of Class B common stock (the “Insider Shares”) to Mehana Equity LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.01 per share). In April 2021, the Sponsor transferred 100,000 Insider Shares to the Company’s Chief Financial Officer and director nominees. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial stockholders earlier to occur of (A) six months after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per unit (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Insider 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 Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Option is not exercised in full, the initial stockholders will be required to forfeit such number of Insider Shares (up to 375,000 Insider Shares) such that the Insider Shares then outstanding will comprise 20.0% of the issued and outstanding shares of the Company (but not including any Placement Shares (...
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Insider Shares. In July 2020, 10,000 Ordinary Shares were issued to the initial subscriber of the Company. In November 2020, the initial subscriber transferred the 10,000 Ordinary Shares it held to HHG Investment Fund SPC – HHG Capital Fund SP (“HHG Fund”), and the Company further issued 1,240,000 Ordinary Shares to HHG Fund and Forever Happiness Limited (“FHL”). In February 2021, the Company further allotted 187,500 Ordinary Shares to HHG Fund, resulting in an aggregate of 1,437,500 Ordinary Shares outstanding (the “Insider Shares”). In May 2021, HHG, FHL and all other shareholders transferred an aggregate of 1,437,500 Insider Shares to Expert Capital Investments Limited, who in turn transferred all 1,437,500 Insider Shares to the Sponsor in June 2021. At the end of June 2021, the Sponsor transferred an aggregate of 255,000 of the Insider Shares to the directors of the Company. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial shareholders until (i) the earlier of 150 calendar days after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination or (ii) the one-year anniversary of the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its public stockholders having the right to exchange their Ordinary Shares for cash, securities or other property. The Insider 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 Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-all...
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Insider Shares. In May and December 2021, the Company issued 1,725,000 ordinary shares (the “Insider Shares”) to its initial shareholders, resulting in an aggregate of 1,725,000 ordinary shares outstanding, for an aggregate purchase price of $25,000, or approximately $0.014 per share. On the date hereof, the Insider Shares were placed into an escrow account maintained in New York, New York, by AST, acting as escrow agent. The Insider Shares held by the Company’s initial shareholders (the “Initial Shareholders”) include an aggregate of up to 225,000 shares held by the Company’s sponsor Aquarius II Sponsor Ltd (the “Sponsor”) which are subject to forfeiture to the extent that the Underwriters’ Over-allotment Option is not exercised in full or in part, so that the Initial Shareholders of the Company will collectively own 20.00% of the issued and outstanding shares after this Offering (excluding the sale of Initial Placement Units and assuming the Initial Shareholders do not purchase units in this Offering). The Insider Shares are identical to the Ordinary Shares included in the Firm Units. The Initial Shareholders of the Company have agreed, pursuant to written letter agreements with the Company, (A) to vote their Insider Shares (as well as any public shares acquired in or after this Offering) in favor of any proposed Business Combination, (B) to vote their ordinary shares which they have acquired in the open market following the consummation of this offering in favor of any proposed business combination. Additionally, the Initial Shareholders of the Company have agreed not to transfer, assign or sell any of the Insider Shares (except to certain permitted transferees and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to) until the earlier of (1) six months after the completion of the Company’s proposed initial proposed initial Business Combination; or (2) after the date of the consummation of the Company’s proposed initial Business Combination, and subsequently, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property Notwithstanding the foregoing, the converted shares will be released from such lock-up if (1) 150 calendar days after the date of the consummation of Company’s proposed initial Business Combination and the date on which...
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Insider Shares. In December 2018, the Company issued to Everstone Investments LLC (the “Sponsor”) and the Company’s officers and directors (collectively, the “Initial Stockholders”) an aggregate of 1,150,000 Shares (the “Insider Shares”), pursuant to subscription agreements entered into by the Company and the Initial Stockholders (the “Insider Share Subscription Agreements”) 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 sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.4 below). The Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period. The Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 150,000 Insider Shares, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership in the Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Option, but excluding the issuance of the Placement Units.
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Insider Shares. In March 2021, the Company issued 1,150,000 Ordinary Shares to Nova Pulsar Holdings Limited, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.017 per share) and the Company further issued an additional 100,000 Ordinary Shares to Poseidon Ocean Corporation, its advisor (the “Advisor”), in consideration for agreeing to act as advisor to the Company’s Board of Directors. In April 2021, the Sponsor transferred 240,000 Ordinary Shares to the Company’s officers, directors and advisor, and the Company further allotted an aggregate of 187,500 Ordinary Shares to the Sponsor, resulting in an aggregate of 1,437,500 Ordinary Shares outstanding to our initial shareholders (the “Insider Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial shareholders until (i) the earlier of 150 calendar days after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination or (ii) the one-year anniversary of the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its public stockholders having the right to exchange their Ordinary Shares for cash, securities or other property. The Insider 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 Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Insider Shares (up to 187,500 Inside...
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Insider Shares. On January 5, 2022, the Company issued 2,875,000 shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”), to Global Robotic Drone LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.009 per share) (the “Insider Shares”).
Sample 1
Insider Shares. The Company shall if the Underwriters do not exercise all or a portion of their over-allotment option, (i) use its best efforts to cause the Initial Shareholders to forfeit up to an aggregate of 168,750 ordinary shares in proportion to the portion of the over-allotment option that was not exercised, (ii) to the extent forfeited, record the aggregate fair value of the shares forfeited and reacquired to treasury stock and a corresponding credit to additional paid-in capital based on the difference between the fair market value of the ordinary shares forfeited and the price paid to the Company for such forfeited shares and (iii) immediately cancel such forfeited shares resulting in the retirement of the treasury stock and a corresponding charge to additional paid-in capital.
Sample 1
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Insider Shares. On August 16, 2021, the Company issued 2,875,000 Class B Ordinary Shares, par value $0.0001 per share, to Energem LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.009 per share).
Sample 1
Insider Shares. The Company shall (a) if the Underwriters do not exercise all or a portion of their over-allotment option, (i) use its best efforts to cause the Initial Shareholders to forfeit up to an aggregate of 168,750 ordinary shares in proportion to the portion of the over-allotment option that was not exercised, (ii) to the extent forfeited, record the aggregate fair value of the shares forfeited and reacquired to treasury stock and a corresponding credit to additional paid-in capital based on the difference between the fair market value of the ordinary shares forfeited and the price paid to the Company for such forfeited shares and (iii) immediately cancel such forfeited shares resulting in the retirement of the treasury stock and a corresponding charge to additional paid-in capital and (b) in the event that holders of more than 20% of the shares sold in the Offering vote against a proposed business combination and seek to exercise their redemption rights and such business combination is consummated, use its best efforts to cause the Initial Shareholders to forfeit and return to the Company for cancellation on a pro-rata basis, at no cost to the Company, a number of ordinary shares so that the Initial Shareholders will own collectively no more than 23.81% of the Company’s ordinary shares upon consummation of such business combination (without giving effect to any shares that may be issued in the business combination).
Sample 1

Related to Insider Shares

  • Registrable Shares For purposes of this Agreement, “Registrable Shares” shall mean the shares of Parent Common Stock issued as the Equity Consideration and Restricted Equity Consideration.

  • Registrable Securities As used herein the term "Registrable Security" means the Securities until (i) the Registration Statement has been declared effective by the Commission, and all Securities have been disposed of pursuant to the Registration Statement, (ii) all Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) all Securities have been otherwise transferred to holders who may trade such Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Agreement.

  • Transfer of Registrable Securities Notwithstanding anything to the contrary contained herein, except in the case of (i) a transfer to the Corporation, (ii) a transfer by any Original Equity Owner Party or any of its Affiliates to its respective equityholders, (iii) a Public Offering, (iv) a sale pursuant to Rule 144 after the completion of the IPO or (v) a transfer in connection with a sale of the Corporation, prior to transferring any Registrable Securities to any Person (including, without limitation, by operation of law), the transferring Holder shall cause the prospective transferee to execute and deliver to the Corporation a Joinder agreeing to be bound by the terms of this Agreement. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement shall be void, and the Corporation shall not record such transfer on its books or treat any purported transferee of such Registrable Securities as the owner thereof for any purpose.

  • Other Shares The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2.1(e), include Other Shares, and may include securities of the Company being sold for the account of the Company.

  • Founder Shares In April 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement 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 the Sponsor until the earlier of (a) one year following the consummation of the Business Combination, (b) following the consummation of the Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary 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 below). 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 the 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 such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • Aggregation of Registrable Securities All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

  • Restrictions on Public Sale by Holder of Registrable Securities To the extent not inconsistent with applicable law, each Holder whose securities are included in a registration statement agrees not to effect any sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such registration statement (except as part of such registration), if and to the extent requested in writing by the Company in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing underwriter or Underwriters in the case of an underwritten public offering.

  • Holders of Registrable Securities A Person is deemed, and shall only be deemed, to be a holder of Registrable Securities if such Person owns Registrable Securities or has a right to acquire such Registrable Securities and such Person is a Shareholder.

  • Additional Registrable Securities Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of the Sponsor and the Target Holders.

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