Initial Founder definition

Initial Founder has the meaning set forth in the second recital of this Agreement.
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Examples of Initial Founder in a sentence

  • Founder has conducted no operations since its inception on November 18, 2011 other than negotiating and entering into combination agreements with Combining Partner Companies and the Initial Founder Merger Agreement.

  • Each agreement governing a Combination and the Initial Founder Merger Agreement is incorporated into the Plan on the execution of such agreement.

  • Each of the Founders (other than the Initial Founder) hereby irrevocably assigns to the Initial Founder, all Over-Allotment Adjustment Units which it has the right to receive pursuant to such dividend.

  • CMU may, at its election, obtain from each Initial Founder a signed release for the benefit of Apollo and CL of substantially the same scope as the release set forth in Section 6.2, and send a copy of each such release to Apollo.

  • The Company and each of the Initial Founders shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company or such Initial Founder prior to or at the Closing.

  • Promptly following the closing of the IPO, the Company shall, in good faith, update the bracketed amounts set forth in the Master Schedule following the closing of the IPO and deliver such updated Master Schedule to the Initial HOOPP Stockholder and the Initial Founder Stockholder.

  • Except as contemplated by or disclosed in this Agreement, such Initial Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the capital stock of the Company.

  • In the absence of obtaining and delivering such a release by an Initial Founder, CMU agrees to defend, indemnify, and hold harmless Apollo and CL from and against any liability, damage, loss or expense (including attorneys’ fees and expenses) incurred by or imposed on Apollo or CL by reason of any claim made by an Initial Founder against Apollo or CL under the CMU-CL Agreements.

  • Fort Title: Authorized Officer While Initial Founder was identified as “Founder” in the Initial Combination Agreement, Initial Founder hereby acknowledges and confirms that it has relinquished all of its interests under that agreement to Founder named herein and has no further rights or obligations under the Initial Combination Agreement.

  • If the IPO Closing has not occurred by the date that is seven (7) Business Days after the date on which the Purchaser remitted the Initial Purchase Price to the Company’s transfer agent, then, unless the Purchaser otherwise agrees in writing, the Company will promptly cause its transfer agent to return the Initial Warrant Purchase Price to the Purchaser and the Sponsor will return the Initial Founder Share Purchase Price to the Purchaser.

Related to Initial Founder

  • Founder means, in respect of an issuer, a person who,

  • Founders means all Members immediately prior to the consummation of the IPO.

  • Founder Shares Lock-up Period means, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 5,000,000 warrants (or 5,450,000 warrants if the over-allotment option is exercised in full) that the Representative and Sponsor have agreed to purchase for an aggregate purchase price of $5,000,000 (or $5,450,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering, plus up to 1,500,000 Private Placement Warrants that may be used upon conversion of working capital loans; (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 and 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 Exchange Act, 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).

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.