Extension Shares definition

Extension Shares means the Class A Ordinary Shares comprising part of the Extension Units; (xii) “Extension Warrants” shall mean the warrants comprising part of the Extension Units, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus; (xiii) “Extension Units” shall mean the Private Placement-equivalent units that may be issued in connection with the conversion of any extension loans; (xiv) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (xv) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Placement Units shall be deposited; and (xv) “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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Extension Shares means an aggregate of up to 225,000 shares of Common Stock included in the Extension Units; (iii) “Extension Warrants” shall mean an aggregate of up to 225,000 extension warrants to purchase 225,000 shares of Common Stock, included in the Extension Units; (iv) “Extension Units” shall mean an aggregate of up to 225,000 extension units which may be purchased separately by the Sponsor or its affiliates or designees in the event the Company is unable to consummate its Business Combination within 16 months of the date of the Offering, each extension unit consisting of one Extension Share and one Extension Warrant (v) “Founder Shares” shall mean the 6,208,333 shares of the Common Stock of the Company acquired by Sponsor for an aggregate purchase price of $25,000, or approximately $0.004 per share, prior to the consummation of the Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in the Offering; (vii) “Placement Shares” shall mean the shares of Common Stock sold as part of the Placement Units; (viii) “Placement Warrants” shall mean the aggregate of 1,150,000 Warrants to purchase up to an aggregate of 1,150,000 shares of the Common Stock that are acquired as part of the Placement Units; (iv) “Placement Units” shall mean the aggregate of 1,150,000 Units of the Company (each Placement Unit consists of one Placement Warrant and one Placement Share) sold in a private placement simultaneous with the Offering for an aggregate purchase price of $11,500,000 to the Sponsor; (x) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Offering, the Private Placement and the Extension Units, if any, will be deposited; (xi) “Prospectus” shall mean the prospectus included in the registration statement filed by the Company in connection with the Offering, as supplemented or amended from time to time; (xii) “Private Placement” shall mean that certain private placement transactions occurring simultaneously with the closing of the Offering pursuant to which the Company has agreed to sell 1,150,000 Placement Units to Quinpario Partners I, LLC, a Delaware limited liability company (the “Sponsor”); and (xii) “Insiders” shall mean the Sponsor and its respective members, any holder of the Placement Units or Extension Units, or its underlying securities or Founder Shares, any of their respective Permitted Transferees and each officer and director of the Company.

Extension Shares shall have the meaning given in the Recitals hereto.

Examples of Extension Shares in a sentence

The Extension Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock.
The Extension Shares shall be deemed fully earned as of the date hereof.
No fractional shares of Borrower's common stock shall be transferred to Lender, but upon any transfer of the Extension Shares or the Default Shares, APP shall pay a cash adjustment in respect of any fractional share that would otherwise be transferable in an amount equal to the fractional share multiplied by the market price of a share of Borrower's common stock on the date of such transfer.
In the event any certificate or book entry statement representing the Extension Shares issuable hereunder shall not be delivered to the Holder within one (1) Business Day following any request hereunder, the same shall be an immediate default under this Agreement, the Note, and any other documents or agreements executed in connection with the transactions contemplated hereunder (the “Transaction Documents”).
If Borrower at any time combines (by reverse stock split, recapitalization, reorganization, reclassification or otherwise) its common stock into a smaller number of shares, then, after the record date for effecting such combination, the number of Extension Shares and Default Shares shall be proportionately decreased.
At all times during which the Company may hold the Series A-3 Closing pursuant to the terms of the Purchase Agreement, the Company shall refuse to accept or otherwise recognize an option exercised by the Investor’s holding Second Tranche Extension Shares that is in violation of the provisions of this Section 3.11.
Upon the occurrence of any event that requires any adjustment of the number of Extension Shares or Default Shares, Borrower shall give notice thereof to APP who shall give notice thereof to Lender, which notice shall state the increase or decrease, if any, in the number of Extension Shares and Default Shares, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
If Borrower at any time subdivides (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) the Common Stock into a greater number of shares, then, after the record date for effecting such subdivision, the number of Extension Shares and Default Shares shall be proportionately increased.
At any time prior to their transfer to Lender, the number of Extension Shares and Default Shares shall be subject to adjustment from time to time as provided in this Section 4.
APP hereby agrees that if Lender becomes entitled to own the Default Shares, the Extension Shares or the Warrant Shares (or any portion thereof), then APP shall take all appropriate actions to instruct Borrower's transfer agent to remove this legend from each of the Certificates.

More Definitions of Extension Shares

Extension Shares means the up to 1,212,960 SPAC Shares to be transferred by the Sponsor to certain unaffiliated third parties who executed non-redemption agreements with SPAC and the Sponsor in May 2023 pursuant to the terms thereof;

Extension Shares means 250,000 shares of Conduit Pharmaceuticals, Inc. (NASDAQ: CDT).

Extension Shares means (a) the number of Parent Class A Ordinary Shares which may be issued in connection with amending Parent’s Governing Documents to give effect to any Parent Extension Proposal that is approved by Parent Shareholders, plus (b) the number of Extension Transfer Shares (as defined in the Sponsor Support Agreement), but which, together with the Shareholder Bonus Shares and the PIPE Incentive Shares, may not exceed the Bonus Shares Pool.

Extension Shares means Ordinary Shares issuable upon conversion of the Extension Loans in connection with the extension of the Prescribed Period, and (xi) “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 Exchange Act, and the rules and regulations of the SEC promulgated thereunder with any 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).

Extension Shares means the number of common shares in the capital of the Borrower that is valued on the Anniversary Date to be equivalent in cash value to $150,000.00 (3% of the principal amount of the Loan);

Extension Shares. As defined in Recital C.