Common use of Founder Shares Clause in Contracts

Founder Shares. In May 2021, the Company issued to DTRT Health Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 2 contracts

Samples: Underwriting Agreement (DTRT Health Acquisition Corp.), Underwriting Agreement (DTRT Health Acquisition Corp.)

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Founder Shares. In May October 2021, the Company issued to DTRT Health Sponsor the Papaya Growth Opportunity I Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 7,452,500 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discountsIn November 2021, commissionsthe Company effected a 1.0102482:1.0000000 split of its common stock, or placement fees have been or will be payable in connection with and, as a result, the purchase of Sponsor owns 7,528,875 Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor any initial stockholder until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock share splits, stock share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 956,250 Founder Shares) such that the Founder Shares then outstanding will comprise 2020.8% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (excluding any Placement Shares (defined below)).

Appears in 2 contracts

Samples: Underwriting Agreement (Papaya Growth Opportunity Corp. I), Underwriting Agreement (Papaya Growth Opportunity Corp. I)

Founder Shares. In May 2021April 2020, the Company issued to DTRT Health Sponsor CFAC Holdings VI, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 20,125,000 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2020, the Sponsor returned to the Company, at no cost, an aggregate of 5,750,000 Founder Shares, which were cancelled, and in January 2021, the Sponsor returned to the Company, at no cost, an aggregate of 5,750,000 Founder Shares, which we cancelled resulting in an aggregate of 8,625,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock share splits, stock share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (but not including any Placement Shares (defined below)).

Appears in 2 contracts

Samples: Underwriting Agreement (CF Acquisition Corp. VI), Underwriting Agreement (CF Acquisition Corp. VI)

Founder Shares. In May March 2021, the Company issued to DTRT Health Sponsor Arbor Rapha Capital LLC (the "Sponsor"), for an aggregate consideration of $25,000, 5,750,000 4,312,500 shares of the Company’s 's Class B common stock, par value $0.0001 per share (the "Founder Shares"), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s 's stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 2 contracts

Samples: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I)

Founder Shares. In May 2021December 2020, the Company issued to DTRT Health Pine Technology Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 2 contracts

Samples: Underwriting Agreement (Pine Technology Acquisition Corp.), Underwriting Agreement (Pine Technology Acquisition Corp.)

Founder Shares. In May January 2021, the Company issued to DTRT Health Sierra Lake Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 2 contracts

Samples: Underwriting Agreement (Sierra Lake Acquisition Corp.), Underwriting Agreement (Sierra Lake Acquisition Corp.)

Founder Shares. In May On March 4, 2021, the Company issued to DTRT Health Sponsor EX Xxxxxx Partners, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 3,450,000 shares of the Company’s Class B common stock, par value $0.0001 per share Common Stock (the “Founder Shares”). On March 7, 2022, the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)Sponsor and its permitted assignees holding 2,875,000 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders (as defined below) until the earlier of: (i) one year six months following the consummation of the Business Combination; or and (ii) subsequent to the consummation of a Business Combination, (xA) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation of the Business Combination; or (yB) the date on which the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 herein). “Initial Stockholders” means (i) holders of the Founder Shares, and (ii) members of the Sponsor. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business CombinationCombination within nine months (subject to extension for nine additional one-month periods, as described in the Prospectus (as defined below)) from the closing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor holders of the Founder Shares will be required to forfeit such number of Founder Shares (up to 750,000 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 2 contracts

Samples: Underwriting Agreement (EF Hutton Acquisition Corp I), Underwriting Agreement (EF Hutton Acquisition Corp I)

Founder Shares. In May On April 20, 2021, the Company issued to DTRT Health Vistas Acquisition Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 6,325,000 Class B ordinary shares of the Company’s Class B common stock, par value $0.0001 per share Company (the “Founder Shares”). On May 27, 2022, the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)5,750,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) one year twelve months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splitsshare subdivisions, stock share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation of the initial Business Combination; or (yiii) the date on which the Company consummates completes a liquidation, merger, share exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s stockholders shareholders having the right to exchange their shares Ordinary Shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business CombinationCombination within 15 months (or up to 21 months, if applicable) from the closing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding shares Ordinary Shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 2 contracts

Samples: Vistas Acquisition Co II Inc., Vistas Acquisition Co II Inc.

Founder Shares. In May [January 2021], the Company issued to DTRT Health Sierra Lake Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 2 contracts

Samples: Underwriting Agreement (Sierra Lake Acquisition Corp.), Underwriting Agreement (Sierra Lake Acquisition Corp.)

Founder Shares. In May 2021June 2020, the Company issued to DTRT Health Sponsor Breeze Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 2,875,000 shares of the Company’s Class B common stockCommon Stock (after giving effect to a stock split on July 15, 2020), par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of: (ix) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 2 contracts

Samples: Underwriting Agreement (Breeze Holdings Acquisition Corp.), Underwriting Agreement (Breeze Holdings Acquisition Corp.)

Founder Shares. In May 2021As a result of a transaction in August 2020, the Company issued to DTRT Health Virtuoso Sponsor LLC LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 held 3,450,000 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”). In January 2021, in the Company effected a private placement exempt from registration under Section 4(a)(2) 1.111111 for 1 dividend and, as a result, as of the Securities Act of 1933date hereof, as amended (the “Act”)Sponsor holds 5,750,000 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (xiii) when the closing price of the Common Stock shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splitsshare subdivisions, stock share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 1 contract

Samples: Underwriting Agreement (Virtuoso Acquisition Corp.)

Founder Shares. In May 2021December 2020, the Company issued to DTRT Health M3-Brigade Sponsor LLC II LP (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On February 11, 2021, the Company effected a share stock split, resulting in the Sponsor holding 8,625,000 founder shares . On February 19, 2021, the Company effected another share stock split, resulting in the Sponsor holding 11,500,000 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,500,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 1 contract

Samples: Underwriting Agreement (M3-Brigade Acquisition II Corp.)

Founder Shares. In May 2021October 2017, the Company issued to DTRT Health Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 4,312,500 shares of the Company’s Class B common stock, par value $0.0001 per share Common Stock (the "Founder Shares"), (including up to 562,500 shares which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"). In April 2018, the holders of the Founder Shares contributed an aggregate of 575,000 Founder Shares back to the Company’s capital for no consideration, leaving an aggregate of 3,737,500 Founder Shares outstanding, including up to 487,500 shares which are subject to forfeiture. In May 2018, the holders of the Founder Shares transferred certain shares to other individuals and entities (all holders of Founder Shares as of the date of this Agreement collectively being referred to as the ActInitial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s 's stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor Initial Stockholders will be required to forfeit such number of Founder Shares (up to 750,000 487,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 1 contract

Samples: Underwriting Agreement (Allegro Merger Corp.)

Founder Shares. In May 2021October 2017, the Company issued to DTRT Health Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 4,312,500 shares of the Company’s Class B common stock, par value $0.0001 per share Common Stock (the “Founder Shares”), (including up to 562,500 shares which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In April 2018, the holders of the Founder Shares contributed an aggregate of 575,000 Founder Shares back to the Company’s capital for no consideration, leaving an aggregate of 3,737,500 Founder Shares outstanding, including up to 487,500 shares which are subject to forfeiture. In May 2018, the holders of the Founder Shares transferred certain shares to other individuals and entities (all holders of Founder Shares as of the date of this Agreement collectively being referred to as the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor Initial Stockholders will be required to forfeit such number of Founder Shares (up to 750,000 487,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 1 contract

Samples: Underwriting Agreement (Allegro Merger Corp.)

Founder Shares. In May 2021October 2019, the Company issued to DTRT Health HCMC Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 6,325,000 shares of the Company’s Class B common stock, par value $0.0001 per share stock (after giving effect to a 1.1 for 1 stock split that took place in December 2019) (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock share splits, stock share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 825,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (not including any securities issued in the Unit Private Placement).

Appears in 1 contract

Samples: Underwriting Agreement (Healthcare Merger Corp.)

Founder Shares. In May April 2021, the Company issued to DTRT Health Northview Sponsor I, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 5,175,000 shares of the Company’s Class B common stock, par value $0.0001 per share Common Stock (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2021, the Sponsor forfeited 862,500 Founder Shares for no consideration. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of: (ix) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Representative’s Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 1 contract

Samples: Underwriting Agreement (NorthView Acquisition Corp)

Founder Shares. In May 2021December 2020, the Company issued to DTRT Health M3-Brigade Sponsor LLC II LP (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On February 11, 2021, the Company effected a share stock split, resulting in the Sponsor holding 8,625,000 founder shares. On February 19, 2021, the Company effected another share stock split, resulting in the Sponsor holding 11,500,000 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,500,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 1 contract

Samples: Underwriting Agreement (M3-Brigade Acquisition II Corp.)

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Founder Shares. In May March 2021, the Company issued to DTRT Health Banyan Acquisition Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 ) purchased 8,625,000 shares of the Company’s Class B common stock, $0.0001 par value $0.0001 per share share, of the Company (the “Founder Shares”). Prior to the Closing Date, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933Sponsor transferred 142,500 Founder Shares to the Company’s independent directors, as amended (the “Act”)executive officers, special advisor and other third parties. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the date on which the closing price of the shares of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock share consolidations, share splits, stock share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a any 30-trading day period commencing 150 calendar days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 1 contract

Samples: Underwriting Agreement (Banyan Acquisition Corp)

Founder Shares. In May 2021October 2020, the Company issued to DTRT Health Monument Circle Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 1 contract

Samples: Underwriting Agreement (Monument Circle Acquisition Corp.)

Founder Shares. In May October 2021, the Company issued to DTRT Health Sponsor the Papaya Growth Opportunity I Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 7,452,500 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discountsIn November 2021, commissionsthe Company effected a 1.0102482:1.0000000 split of its common stock, or placement fees have been or will be payable in connection with and, as a result, the purchase of Sponsor owns 7,528,875 Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor any initial stockholder until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock share splits, stock share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 956,250 Founder Shares) such that the Founder Shares then outstanding will comprise 2020.6% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Appears in 1 contract

Samples: Underwriting Agreement (Papaya Growth Opportunity Corp. I)

Founder Shares. In May 2021, the The Company issued to DTRT Health Sponsor its initial stockholders (the “Initial Stockholders”) which includes Namaste World Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 shares of the Company’s Class B common stockCommon Stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act which 750,000 of 1933, as amended (the “Act”)which are subject to forfeiture. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of: (i) one year following after the date of the consummation of the a Business Combination; , or (ii) subsequent to the consummation of a initial Business Combination, (x) when the date on which the closing price of the Company’s Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within a any 30-trading day period commencing at least 150 days after the consummation of the initial Business Combination; , or (y) the date on which earlier, if the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares common stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business CombinationCombination within the time frame provided in the Prospectus (as defined below). The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding any shares included in the Placement Units (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 1 contract

Samples: Underwriting Agreement (Namaste World Acquisition Corp)

Founder Shares. In May January 2021, the Company issued to DTRT Health Sponsor Altitude Acquisition Holdco LLC II (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 1 contract

Samples: Underwriting Agreement (Altitude Acquisition Corp. II)

Founder Shares. In May 2021August 2020, the Company issued to DTRT Health Sponsor Altitude Acquisition Holdco LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 1 contract

Samples: Underwriting Agreement (Altitude Acquisition Corp.)

Founder Shares. In May March 2021, the Company issued to DTRT Health Sponsor Arbor Rapha Capital LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 4,312,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 1 contract

Samples: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I)

Founder Shares. In May July 2021, the Company issued to DTRT Health ENT4.0 Technology Sponsor LLC LLC, a Cayman Islands limited liability company (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 shares of the Company’s 7,187,500 Class B common stock, par value $0.0001 per share ordinary shares (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of the Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or Class A Ordinary Shares exceeds $12.00 per share (as adjusted for stock share splits, stock share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-30 trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares for cash, securities, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (not including the Placement Shares (defined below)).

Appears in 1 contract

Samples: Underwriting Agreement (Enterprise 4.0 Technology Acquisition Corp)

Founder Shares. In May January 2021, the Company issued to DTRT Health Sponsor Altitude Acquisition Holdco LLC III (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 10,062,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 1,312,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 1 contract

Samples: Underwriting Agreement (Altitude Acquisition Corp. III)

Founder Shares. In May 2021July 2020, the Company issued to DTRT Health Sponsor Dune Acquisition Holdings LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 3,737,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 487,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 1 contract

Samples: Underwriting Agreement (Dune Acquisition Corp)

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