Promote Shares definition

Promote Shares means the shares of Pubco Class A Common Stock to be received by Sponsor Holdco pursuant to the SPAC Merger.
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Promote Shares. As defined in Section 3.2(a).
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Promote Shares means 7,187,500 SPAC Class B Ordinary Shares or any other Equity Securities of SPAC or HoldCo into which such SPAC Class B Ordinary Shares are converted or for which such SPAC Class B Ordinary Shares are exercised or exchanged (including by reason of any Equity Adjustment or any of the Transactions).
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Examples of Promote Shares in a sentence

  • Investor is able to bear the economic risk of its investment in the Promote Shares for an indefinite period of time and able to sustain a complete loss of such investment.

  • Investor is aware that an investment in the Promote Shares is highly speculative and subject to substantial risks.

  • Investor is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Promote Shares.

  • No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Investor in connection with the acquisition of the Promote Shares nor is Investor entitled to or will accept any such fee or commission.

  • Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Promote Shares.

  • If an entity, Investor is duly organized and existing under the laws of the jurisdiction in which it was organized and it possesses all requisite power and authority to acquire the Promote Shares, enter into this Agreement and perform all the obligations required to be performed by Investor hereunder.

  • Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges or earn-outs for any reason on the Promote Shares.

  • Absent registration or another available exemption from registration, Investor agrees it will not transfer the Promote Shares.

  • Investor is cognizant of and understands the risks related to the acquisition of the Promote Shares, including those restrictions described or provided for in this Agreement pertaining to transferability.

  • Investor’s subscription for, and continued beneficial ownership of, the Promote Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.


More Definitions of Promote Shares

Promote Shares means 42,975,000 Acquiror Cayman Class B Shares or any other Equity Securities of Acquiror into which such Acquiror Cayman Class B Shares are converted or for which such Acquiror Cayman Class B Shares are exercised or exchanged (including by reason of any Equity Adjustment).
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Promote Shares means the Owned Shares (of which 3,750,000 shares are outstanding) or any other Equity Securities of Acquiror into which such Owned Shares are converted.
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Promote Shares for any Purchaser means the shares of Common Stock set forth opposite such Purchaser's name on the attached Schedule 1 under the heading "Promote Shares."
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Promote Shares means a number of shares of Class A Common Stock equal to (i) (A) the number of shares of Class A Common Stock issued to KLR Sponsor at the Closing upon conversion of the Class F Common Stock held by KLR Sponsor (as adjusted pursuant to the Amended and Restated Certificate of Incorporation of KLRE, including to take into account the Equity Financing) minus (B) the number of shares of Class A Common Stock transferred to the Subscribers (as defined in the Subscription Agreement) pursuant to the Subscription Agreement minus (C) the number of shares of Class A Common Stock to be distributed by KLR Sponsor to its members, directors and officers in connection with the Closing as described in the KLRE SEC Documents minus (D) the number of shares of Class A Common Stock required to be transferred by KLR Sponsor pursuant to the limited liability company agreement of KLR Sponsor upon consummation of the Transactions multiplied by (ii) 45%.
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Related to Promote Shares

  • Note Shares means the shares of Common Stock issuable upon conversion of the Notes.

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

  • Equity Shares shall have the meaning attributed to such term in the recitals of this Agreement;

  • 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.

  • 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.

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

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Coop Shares Shares issued by a Cooperative Corporation.

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

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

  • 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.

  • 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.

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

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

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

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

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

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

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

  • New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • Relevant Shares means ordinary share capital of the Approved Entity that constitutes equity share capital or the equivalent (or depositary or other receipts representing the same) which is listed and admitted to trading on a Regulated Market.

  • Placing Shares means the 32,313,130 Shares to be issued by the Company pursuant to the Placing;

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

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.