Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.
Initial Shareholders means the Sponsor and any other person that holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase an aggregate of 6,000,000 Ordinary Shares of the Company (or up to 6,600,000 Ordinary Shares of the Company depending on the extent to which the Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or up to $6,600,000 depending on the extent to which the Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” 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 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, (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).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Co-op Shares Shares issued by private non-profit housing corporations.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Reverse Stock Split means a reverse stock split of the outstanding shares of Common Stock that is effected by the Company’s filing of an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware and the acceptance thereof.
Initial Closing shall have the meaning ascribed to such term in Section 2.1.
Reverse Stock Split Date means the first date following the Initial Exercise Date on which a reverse stock split of the Common Stock is approved and deemed effective.
Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.
Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.
First Closing has the meaning set forth in Section 2.1(a).
Purchaser Preferred Stock means shares of preferred stock, par value $0.0001 per share, of Purchaser.
Coop Shares Shares issued by a Cooperative Corporation.
Ordinary Shareholders means the holders of Ordinary Shares;
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Founders means all Members immediately prior to the consummation of the IPO.
Second Closing has the meaning set forth in Section 2.2.
Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date
Closing Stock Consideration has such meaning as set forth in Section 2.7(b).
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
Buyer Stock means the common stock, par value $0.001 per share, of Buyer.
Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.