SPAC Class B Ordinary Shares definition

SPAC Class B Ordinary Shares means SPAC’s Class B ordinary shares, par value $0.0001 per share.

SPAC Class B Ordinary Shares shall have the meaning set forth in Section 5.2(a)(iii).

SPAC Class B Ordinary Shares means the 2,250,000 Class B ordinary shares of the SPAC, par value $0.0001 per share, outstanding prior to the consummation of the Transactions; (iii) “SPAC Private Warrants” shall mean the warrants acquired by the Sponsor and certain anchor investors in a private placement that closed simultaneously with the consummation of the IPO (including the Ordinary Shares issuable upon exercise of such SPAC Private Warrants); (iv) “Public Shareholders” shall mean the holders of SPAC Class A Ordinary Shares, including those held by Sponsor; (v) “SPAC Class A Ordinary Shares” shall mean the 4,579,885 Class A ordinary shares of the SPAC (including shares underlying SPAC Units), par value $0.0001 per share, outstanding prior to the consummation of the Transactions (together with the SPAC Class B Ordinary Shares, the “SPAC Ordinary Shares”); (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the IPO and a portion of the proceeds of the sale of the SPAC Private Warrants were deposited simultaneously with the closing of the IPO; (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 Exchange Act, and the rules and regulations of the SEC 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 an 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) “SPAC Article of Association” shall mean the SPAC’s Amended and Restated Memorandum and Articles of Association, as amended by those Amendments to the Amended and Restated Memorandum and Articles of Association, dated June 15, 2023, and as further amended by those Amendments to the Amended and Restated Memorandum and Articles of Association, dated March 15, 2024.

Examples of SPAC Class B Ordinary Shares in a sentence

• All outstanding SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to, nor have been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right.

• All SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable.

• Except as set forth in this Section 3.3(a), the SPAC Successor Class B Common Stock, SPAC Class B Ordinary Shares and Private Placement Warrants shall not be subject to any vesting schedule, earnout or forfeiture.

• Following the Founder Recapitalization, none of the Sponsor and the Insiders shall hold any SPAC Class B Ordinary Shares and, except for the Private Placement Warrants, none of the Sponsor and the Insiders shall have any right to purchase or otherwise acquire any SPAC Class B Ordinary Shares or any other securities of SPAC.

• For the purposes of Sections 4.1, 4.2, 4.3 and 4.6 hereof, the Subject Shares shall not include the 400,000 SPAC Class B Ordinary Shares to be Transferred by the Sponsor to Fuji Solar after the date hereof and before the Merger Closing upon completion of such Transfer.

• Schedule 3.5(a) sets forth a true and complete list of the holders of the SPAC Class B Ordinary Shares, along with the number of Class B Ordinary shares held by each of them, and the number and type of shares of capital stock of the SPAC held by Sponsor and each of its Affiliates.

• The Sponsor hereby agrees that it shall use its best efforts to effect and complete (i) the Transfer of 100,000 SPAC Class B Ordinary Shares by the Sponsor to Fuji Solar (x) immediately prior to the Merger Closing, provided that the Merger is reasonably expected to be consummated, or (y) upon the Merger Closing, and (ii) the Transfer of 400,000 SPAC Class B Ordinary Shares by the Sponsor to Fuji Solar as soon as reasonably practicable and prior to the Merger Closing.

• During the Interim Period, Sponsor shall use its commercially reasonable efforts to raise the Permitted Equity Financing, including cooperating with SPAC and the Company as required and necessary in connection with the Permitted Equity Financing; notwithstanding the foregoing, Sponsor shall be under no obligation to cancel or transfer any of its SPAC Class B Ordinary Shares or otherwise fund incentives in connection with such commercially reasonable efforts.

• For the avoid of doubt, the satisfaction of the Sponsor’s obligations to purchase additional SPAC Class A Ordinary Shares or surrender SPAC Class B Ordinary Shares pursuant to Section 4.9(a), Section 4.9(b) or Section 4.9(c) above shall not relieve the Sponsor of any of its obligations under the other two subsections, to the extent applicable.

• Immediately prior to the First Effective Time, each SPAC Class B Ordinary Share shall be automatically converted into one SPAC Class A Ordinary Share in accordance with the terms of the SPAC Charter (such automatic conversion, the “SPAC Class B Conversion”) and each SPAC Class B Ordinary Share shall no longer be issued and outstanding and shall be cancelled, and each former holder of SPAC Class B Ordinary Shares shall thereafter cease to have any rights with respect to such shares.

More Definitions of SPAC Class B Ordinary Shares

SPAC Class B Ordinary Shares means Class B ordinary shares of SPAC, par value $0.0001 per share, as further described in the SPAC Charter, prior to the First Merger Effective Time, and for the avoidance of doubt, there shall be no SPAC Class B Ordinary Shares after the First Merger Effective Time;

SPAC Class B Ordinary Shares means Class B ordinary shares of SPAC, par value US$0.0001 per share, as further described in the SPAC Charter;

SPAC Class B Ordinary Shares means the class B ordinary shares with no par value of the SPAC;

SPAC Class B Ordinary Shares set forth opposite such SPAC Shareholder’s name on Schedule B hereto (such SPAC Class B Ordinary Shares, together with any other Equity Securities of SPAC acquired by such SPAC Shareholder after the date of this Agreement and during the term of this Agreement, being collectively referred to herein as the “Subject SPAC Shares” and together with the Subject YSB Shares, the “Subject Shares”);