Alignment Shares definition

Alignment Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.
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Alignment Shares means all of the Class C ordinary shares, par value $0.0001 per share, acquired by an Insider prior to the IPO; (v) “IPO Shares” shall mean the Class A Ordinary Shares issued in the Company’s IPO; (vi) “Private Placement Warrants” shall mean the warrants that are being sold privately by the Company simultaneously with the completion of the IPO; (vii) “Trust Account” shall mean the trust account into which the net proceeds of the Company’s IPO and a portion of the proceeds from the sale of the Private Placement Warrants will be deposited; and (viii) “Registration Statement” means the Company’s registration statement on Form S-1 (SEC File Nos. 333-252933 and 333-253557) filed with the SEC, as amended.
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Alignment Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the Class A Ordinary Shares issuable upon conversion thereof.
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Examples of Alignment Shares in a sentence

  • The issued and outstanding Alignment Shares and the Conversion Shares to be issued and delivered upon conversion thereof in the manner set forth in the Prospectus, are duly authorized, validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights.

  • For the avoidance of doubt, if the Underwriters exercise their over-allotment option in full, the Company shall not cancel or otherwise effect the forfeiture of the Alignment Shares pursuant to this subsection.

  • The Founder Shares and the Alignment Shares are substantially similar to the Class A Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus.

  • Prior to the expiration of the Founder Shares Lock-up Period, Alignment Shares Lock-Up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement.

  • Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Alignment Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be.

  • With respect to the initial Business Combination Vote, if any, the Sponsor and the directors and officers of the Company have agreed to vote all of their Founder Shares, Alignment Shares and any other Class A Shares they may acquire during or after the Offering in favor of the Company’s initial Business Combination.

  • The different characteristics of the Alignment Shares compared to ordinary shares have been considered as valuation factors and any impact deemed immaterial.The Trust invests in private equity funds that are not quoted in an active market.

  • The issued and outstanding Founder Shares and Alignment Shares are duly authorized, validly issued, fully paid and non-assessable.

  • For the avoidance of doubt, if the Underwriter exercises its over-allotment option in full, the Company shall not cancel or otherwise effect the forfeiture of the Founder Shares or Alignment Shares pursuant to this subsection.

  • The Sponsor, the Foundation and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (and any shares of Class A Common Stock issued upon conversion or exercise thereof), until 30 days after the completion of the Company’s initial Business Combination (the “Private Placement Lock-up Period”, and together with the Performance Shares Lock-up Period and the Alignment Shares Lock-Up Period the “Lock-up Periods”).


More Definitions of Alignment Shares

Alignment Shares means the 2,587,500 and 287,500 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Initial Stockholders, respectively (up to 375,000 shares of which are subject to complete or partial forfeiture by the Sponsor and Foundation on a pro rata basis if the over-allotment option is not exercised by the Underwriter), for an aggregate purchase price of $25,000, or approximately $0.01 per share, prior to the consummation of the Public Offering; (iv) “Initial Stockholders” shall mean the Sponsor, Foundation and any Insider that holds Alignment Shares; (v) “Private Placement Warrants” shall mean the warrants to purchase shares of Class A Common Stock of the Company that will be acquired by the Sponsor for an aggregate purchase price of $18,500,000 (or $17,000,000 if the over-allotment option is not exercised by the Underwriter) or $1.50 per Private Placement Warrant, in a private placement that shall close simultaneously with the consummation of the Public Offering (including Class A Common Stock issuable upon conversion thereof); (vi) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and certain of the proceeds from the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
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Alignment Shares. Section 2.5(b)
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Alignment Shares means the 2,587,500 and 287,500 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Initial Stockholders, respectively (up to 375,000 shares of which are subject to complete
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Alignment Shares shall be deemed to include any Class A Shares issued upon conversion of the Class F Shares comprising the Alignment Shares and (iii) “Shares” shall be deemed to include the Founder Shares and the Alignment Shares. The terms on which the Company is willing to issue the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
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Related to Alignment Shares

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.

  • Company Shares means the common shares in the capital of the Company;

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • Payment Shares has the meaning set forth in Section 2.02;

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Series D Shares means shares of Series D Convertible Preferred Stock, par value $0.001 per share of the Company and having the rights, privileges, preferences and restrictions set forth in the Charter.

  • Incentive Shares means Shares awarded pursuant to the provisions of Article 12.

  • Common Shares means the common shares in the capital of the Corporation;

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Sold Shares shall have the meaning specified in Section 6.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Full Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.

  • Sponsor Shares shall have the meaning given in the Recitals hereto.

  • Purchased Securities has the meaning assigned in the Terms;

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.

  • Unit Shares has the meaning ascribed thereto in the first paragraph of this Agreement;

  • Investor Shares shall have the meaning given in the Recitals hereto.

  • Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

  • Participating Shares means shares that entitle their holders to participate without limitation in distributions.

  • ASA Shares has the meaning set forth in 2.4(a).