Business Combination Shares definition

Business Combination Shares shall have the meaning given in the Recitals hereto.
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Business Combination Shares is defined in the recitals to this Agreement.
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Business Combination Shares is defined in the preamble to this Agreement.
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Examples of Business Combination Shares in a sentence

  • In addition, in the case of any Holder which is both an Original Holder and a New Holder, the provisions of this Section 5.1 shall apply only with respect to any shares of Common Stock beneficially owned or owned of record by such Holder that are not Business Combination Shares (which Business Combination Shares shall, for the avoidance of doubt, be subject to that certain Lockup Agreement dated as of the date hereof between the Company and such Holder).

  • A supplemental listing shall have been filed with the New York Stock Exchange as of the Closing Date to list the shares constituting the Business Combination Shares.

  • The Business Combination Shares will be issued in compliance with all applicable securities Laws and other applicable Laws and without contravention of any other person’s rights therein or with respect thereto.

  • GigCapital2 shall cause the Exchange Agent pursuant to irrevocable instructions, to pay the Business Combination Shares out of the Exchange Fund in accordance with this Agreement.

  • Following the Effective Time, each Member shall be entitled only to the right to receive the portion of the Business Combination Shares payable in respect of such Units held of record by such Member pursuant to the terms of this Agreement.

  • As promptly as practicable after the date hereof, GigCapital2 shall use its reasonable best efforts to cause the Exchange Agent to mail to each Member entitled to receive an allocation of the Business Combination Shares, pursuant to Section 3.01: a letter of transmittal, which shall be in a form reasonably acceptable to GigCapital2 and the Company (the “Letter of Transmittal”).

  • GigCapital2 will use its reasonable best efforts to cause the Business Combination Shares issued in connection with the Transactions to be approved for listing on the New York Stock Exchange at Closing.

  • Reflects approximate value in DSAQ Trust Account as of January 9, 2024 and after the satisfaction of redemptions in connection with the stockholder meeting to extend DSAQ's termination date Transaction Summary of Proposed Business Combination Shares (M) % Own.


More Definitions of Business Combination Shares

Business Combination Shares means 11,500,000 shares of GigCapital2 Common Stock (based on an implied value of $115,000,000 divided by $10.00 per share).”
Sample 1
Business Combination Shares means 11,500,000 shares of GigCapital2 Common Stock (based on an implied value of $115,000,000 divided
Sample 1

Related to Business Combination Shares

  • Business Combination Transaction means:

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Interested Shares means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

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

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “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); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Lock-Up Shares has the meaning set forth in Section 4.1.

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

  • Interested Shareholder means any Person (other than the Company and any direct or indirect majority-owned subsidiary of the Company) that (i) is the owner of 15% or more of the outstanding voting Shares of the Company, or (ii) is an affiliate or associate of the Company and was the owner of 15% or more of the outstanding voting Shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such Person is an interested Shareholder, and the affiliates and associates of such Person; provided, however, that the term “interested Shareholder” shall not include (x) any Person who (A) owned Shares in excess of the 15% limitation set forth herein as of, or acquired such Shares pursuant to a tender offer commenced prior to, the date of registration by the Registrar of the notice of adoption of the Articles, which set forth this Article 25, or pursuant to an exchange offer announced prior to the aforesaid date and commenced within 90 days thereafter and either (I) continued to own Shares in excess of such 15% limitation or would have but for action by the Company or (II) is an affiliate or associate of the Company and so continued (or so would have continued but for action by the Company) to be the owner of 15% or more of the outstanding voting Shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such Person is an interested Shareholder or (B) acquired said Shares from a Person described in item (A) of this paragraph by gift, inheritance or in a transaction in which no consideration was exchanged; or (y) any Person whose ownership of Shares in excess of the 15% limitation set forth herein is the result of action taken solely by the Company; provided that such Person shall be an interested Shareholder if thereafter such Person acquires additional Shares of voting Shares of the Company, except as a result of further corporate action not caused, directly or indirectly, by such Person. For the purpose of determining whether a Person is an interested Shareholder, the voting Shares of the Company deemed to be outstanding shall include Shares deemed to be owned by the Person through application of Article 23.3(i) but shall not include any other unissued Shares of the Company which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. Any determination made by the Board of Directors as to whether any Person is or is not an interested shareholder shall be conclusive and binding upon all shareholders of the Company.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

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

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

  • Interested Stockholder means, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.

  • Founder 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.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.