Common use of Excluded Securities Clause in Contracts

Excluded Securities. For purposes hereof, the term “Excluded Securities” means Class B Shares (and Class A Shares for which such Class B Shares are convertible) issued to the Sponsor prior to the IPO, private placement warrants issued by the Company to the Sponsor or an affiliate thereof in connection with the IPO for $1.00 per warrant in an amount not to exceed two percent of the gross proceeds from the IPO plus $3,000,000 and which have the same exercise price as the Warrants (“Private Placement Warrants”), warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.00 per warrant (the “Working Capital Loans”)), any securities issued by the Company as consideration to any seller in the Business Combination, any Class A Shares, Class B Shares (and Class A Shares for which such Class B Shares are convertible) and Forward Purchase Warrants issued pursuant to forward purchase contracts entered into prior to the IPO Closing with Forward Contract Parties.

Appears in 4 contracts

Samples: Forward Purchase Agreement (CF Corp), Forward Purchase Agreement (CF Corp), Forward Purchase Agreement (CF Corp)

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Excluded Securities. For purposes hereof, the term “Excluded Securities” means Class B Shares (and Class A Shares for which such Class B Shares are convertible) issued to the Sponsor and certain directors of the Company prior to the IPO, private placement warrants issued by the Company to the Sponsor or an affiliate thereof in connection with the IPO for $1.00 per warrant in an amount not to exceed two percent of the gross proceeds from the IPO plus $3,000,000 and which have the same exercise price as the Warrants (the “Private Placement Warrants”), warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $1,500,000 2,000,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.00 1.50 per warrant (the “Working Capital Loans”)), any securities issued by the Company as consideration to any seller in the Business Combination, any Warrants or Class A Shares, Class B Shares (and Class A Shares for which such Class B Shares are convertibleconvertible or Class A Shares issuable upon exercise of such Warrants) and Forward Purchase Warrants issued pursuant to forward purchase contracts entered into prior to the IPO Closing with Forward Contract Partiesthe Purchaser.

Appears in 3 contracts

Samples: Forward Purchase Agreement (Tiga Acquisition Corp. II), Forward Purchase Agreement (Tiga Acquisition Corp. III), Forward Purchase Agreement (Tiga Acquisition Corp. III)

Excluded Securities. For purposes hereof, the term “Excluded Securities” means Class B Shares (and Class A Shares for which such Class B Shares are convertible) issued to the Sponsor and certain directors of the Company prior to the IPO, private placement warrants issued by the Company to the Sponsor or an affiliate thereof in connection with the IPO for $1.00 per warrant in an amount not to exceed two percent or the extension of the gross proceeds from time period to consummate the IPO plus $3,000,000 Business Combination and which have the same exercise price as the Warrants (the “Private Placement Warrants”), warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $1,500,000 2,000,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.00 per warrant (the “Working Capital Loans”)), any securities issued by the Company as consideration to any seller in the Business Combination, any Warrants or Class A Shares, Class B Shares (and Class A Shares for which such Class B Shares are convertibleconvertible or Class A Shares issuable upon exercise of such Warrants) and Forward Purchase Warrants issued pursuant to forward purchase contracts entered into prior to the IPO Closing with Forward Contract Partiesthe Purchaser.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Tiga Acquisition Corp.), Forward Purchase Agreement (Tiga Acquisition Corp.)

Excluded Securities. For purposes hereof, the term “Excluded Securities” means Class B Shares (and Class A Shares for which such Class B Shares are convertible) issued to the Sponsor Sponsors prior to the IPO, private placement warrants issued by the Company to the Sponsor Sponsors or an affiliate thereof in connection with the IPO for $1.00 per warrant in an amount not to exceed two percent of the gross proceeds from the IPO plus $3,000,000 and which have the same exercise price as the Warrants (the “Private Placement Warrants”), warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor Sponsors or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.00 1.50 per warrant (the “Working Capital Loans”)), any securities issued by the Company as consideration to any seller in the Business Combination, any Warrants or Class A Shares, Class B Shares (and Class A Shares for which such Class B Shares are convertibleconvertible or Class A Shares issuable upon exercise of such Warrants) and Forward Purchase Warrants issued pursuant to forward purchase contracts entered into prior to the IPO Closing with Forward Contract Partiesthe Purchaser.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Trebia Acquisition Corp.), Forward Purchase Agreement (Trebia Acquisition Corp.)

Excluded Securities. For purposes hereof, the term “Excluded Securities” means Class B Shares (and Class A Shares for which such Class B Shares are convertible) issued to the Sponsor Sponsors prior to the IPO, private placement warrants issued by the Company to the Sponsor Sponsors or an affiliate thereof in connection with the IPO for $1.00 per warrant in an amount not to exceed two percent of the gross proceeds from the IPO plus $3,000,000 and which have the same exercise price as the Warrants (the “Private Placement Warrants”), warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor Sponsors or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.00 1.50 per warrant (the “Working Capital Loans”)), any securities issued by the Company as consideration to any seller in the Business Combination, any Warrants or Class A Shares, Class B Shares (and Class A Shares for which such Class B Shares are convertibleconvertible or Class A Shares issuable upon exercise of such Warrants) and Forward Purchase Warrants issued pursuant to forward purchase contracts entered into prior to the IPO Closing with the Forward Contract Parties.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Foley Trasimene Acquisition Corp.), Forward Purchase Agreement (Foley Trasimene Acquisition Corp.)

Excluded Securities. For purposes hereof, the term “Excluded Securities” means Class B Shares (and Class A Shares for which such Class B Shares are convertible) issued to the Sponsor prior to the IPO, private placement warrants Class A Shares issued by the Company to the Sponsor or an affiliate thereof in connection with the IPO for $1.00 per warrant in an amount not to exceed two percent of (the gross proceeds from the IPO plus $3,000,000 and which have the same exercise price as the Warrants (“Private Placement WarrantsShares”), warrants Class L Shares issued to the Sponsor prior to the IPO (and Class A Shares for which such Class L Shares are convertible), Class A Shares issued upon the conversion of working capital loans to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants Class A Shares of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.00 10.00 per warrant share (the “Working Capital Loans”)), any securities issued by the Company as consideration to any seller in the Business Combination, and any Warrants or Class A Shares, Class B Shares (and Class A Shares for which such Class B Shares are convertibleconvertible or Class A Shares issuable upon exercise of such Warrants) and Forward Purchase Warrants issued pursuant to forward purchase contracts entered into prior to the IPO Closing with the Forward Contract Parties.

Appears in 1 contract

Samples: Forward Purchase Agreement (Ribbit LEAP, Ltd.)

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Excluded Securities. For purposes hereof, the term “Excluded Securities” means Class B Shares (and Class A Shares for which such Class B Shares are convertible) issued to the Sponsor prior to the IPO, private placement warrants issued by the Company to the Sponsor or an affiliate thereof in connection with the IPO for $1.00 per warrant in an amount not to exceed two percent of the gross proceeds from the IPO plus $3,000,000 and which have the same exercise price as the Warrants (the “Private Placement Warrants”), warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.00 1.50 per warrant (the “Working Capital Loans”)), any securities issued by the Company as consideration to any seller in the Business Combination, any Warrants or Class A Shares, Class B Shares (and Class A Shares for which such Class B Shares are convertibleconvertible or Class A Shares issuable upon exercise of such Warrants) and Forward Purchase Warrants issued pursuant to forward purchase contracts entered into prior to the IPO Closing with Forward Contract Partiesthe Purchaser.

Appears in 1 contract

Samples: Forward Purchase Agreement (Foley Trasimene Acquisition II)

Excluded Securities. For purposes hereof, the term “Excluded Securities” means Class B Shares (and Class A Shares for which such Class B Shares are convertible) issued to the Sponsor Sponsors prior to the IPO, private placement warrants issued by the Company to the Sponsor Sponsors or an affiliate thereof in connection with the IPO for $1.00 per warrant in an amount not to exceed two percent of the gross proceeds from the IPO plus $3,000,000 and which have the same exercise price as the Warrants (the “Private Placement Warrants”), warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor Sponsors or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.00 1.50 per warrant (the “Working Capital Loans”)), any securities issued by the Company as consideration to any seller in the Business Combination, any Class A Shares, Class B Shares (and Class A Shares for which such Class B Shares are convertible) and Forward Purchase Warrants issued pursuant to forward purchase contracts entered into prior to the IPO Closing with Forward Contract Partiesthe Purchaser.

Appears in 1 contract

Samples: Forward Purchase Agreement (Trebia Acquisition Corp.)

Excluded Securities. For purposes hereof, the term “Excluded Securities” means (i) Class B F Shares (and Class A Shares for which such Class B F Shares are convertible) issued to the Sponsor Sponsors or their affiliates prior to the IPO, (ii) up to an aggregate of 5,933,334 private placement warrants issued by the Company to the Sponsor Sponsors or an affiliate thereof their affiliates in connection with the IPO for $1.00 per warrant in IPO, with an amount not to exceed two percent of the gross proceeds from the IPO plus $3,000,000 and which have the same exercise price as the Warrants of $11.50 per Class A Share (“Private Placement Warrants”), (iii) warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor Sponsors or an affiliate thereof their affiliates to finance transaction costs in connection with an intended initial Business Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.00 1.50 per warrant (the “Working Capital Loans”)), and (iv) any securities issued by the Company as consideration to any seller in the Business Combination, Combination and any Class A Shares, Class B Shares (and Class A Shares for which such Class B Shares are convertible) and Forward Purchase Warrants issued pursuant to forward purchase contracts entered into prior to the IPO Closing with Forward Contract Parties.

Appears in 1 contract

Samples: Forward Purchase Agreement (Mosaic Acquisition Corp.)

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