Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.
Broker Warrants has the meaning ascribed to such term in Section 12 hereof;
Investor Warrants has the meaning given it in the recitals of this Agreement.
Warrant Securities means this Warrant and the Warrant Shares, collectively.
Offering Shares means the Class A Shares sold in the Offering, whether such Class A Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor.
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Option Securities shall have the meaning ascribed to such term in Section 2.2(a).
Underwritten Offering Notice has the meaning set forth in Section 2(b).
Conversion Securities has the meaning set forth in Section 4.08(b).
IPO Underwriter means each Person named as an underwriter in Schedule I to the Underwriting Agreement who purchases Common Units pursuant thereto.
Company Underwriter has the meaning set forth in Section 4(a).
Underwriter means a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.
Purchaser Securities means the Purchaser Shares, Purchaser Rights, Purchaser Units, Purchaser Warrants, collectively.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, collectively.
Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.
Registrable Shares means (i) the Common Stock issuable or issued upon conversion pursuant to Section 2.5 of this Agreement, and (ii) any Common Stock or other securities issued or issuable in respect of shares referenced in (i) above, upon any stock split, stock dividend, recapitalization, or similar event; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which such Person's rights under this Section 10 are not assigned.
Offered Shares has the meaning set forth in Section 3.02(a).
Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a "selling stockholder" thereunder.
Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.
Registrable Stock means (i) any shares of Common Stock issued or issuable upon the conversion of any of the Shares (ii) any Common Stock issued by way of a stock split, reorganization, merger or consolidation, and (iii) any Common Stock issued as a dividend on the Shares. For purposes of this Agreement, any Registrable Stock shall cease to be Registrable Stock when (v) a registration statement covering such Registrable Stock has been declared effective and such Registrable Stock has been disposed of pursuant to such effective registration statement, (w) such Registrable Stock is sold pursuant to Rule 144 (or any similar provision then in force) under the 1933 Act, (x) such Registrable Stock is eligible to be sold pursuant to Rule 144(k) under the 1933 Act, (y) such Registrable Stock has been otherwise transferred, no stop transfer order affecting such stock is in effect and the Company has delivered new certificates or other evidences of ownership for such Registrable Stock not bearing any legend indicating that such shares have not been registered under the 1933 Act, or (z) such Registrable Stock is sold by a person in a transaction in which the rights under the provisions of this Agreement are not assigned.
Sponsor Warrants shall have the meaning given in the Recitals hereto.
Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.
Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.