SPAC Class B Ordinary Shares Sample Clauses

SPAC Class B Ordinary Shares. Immediately following the separation of the SPAC Units in accordance with Section 2.01(d)(i), each SPAC Class B Ordinary Share that is issued and outstanding immediately prior to the SPAC Merger Effective Time shall automatically be converted into one validly issued, fully paid and nonassessable SPAC Class A Ordinary Share.
Sample 1
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SPAC Class B Ordinary Shares. The Sponsor agrees to transfer 500,000 of its SPAC Class B Ordinary Shares (or Pubco Ordinary Shares issued in exchange therefor) to the Company Shareholders effective as of the later of the Closing or December 31, 2023 if the Closing occurs and less than Twenty Million U.S. Dollars ($20,000,000) in financing, in the aggregate, is raised by SPAC, Pubco and/or the Company prior to the later of the Closing and December 31, 2023 (including funds remaining in the SPAC Trust Account after giving effect to the Closing Redemption). The Sponsor’s Shares delivered pursuant to this Sponsor Letter Agreement will be subject to certain lock-up restrictions.
Sample 1

Related to SPAC Class B Ordinary Shares

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Outstanding Shares On the Closing Date, accounting for the required cancellations and issuance of 25,005,544 Pubco Common Stock to the Selling Shareholders, Pubco will have 46,505,544 common shares issued and outstanding in the capital stock of Pubco.

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

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