Common use of Founder Shares Clause in Contracts

Founder Shares. On January 25, 2021, the Company issued to Gladstone Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Founders 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 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, when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the consummation of the Business Combination. 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 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 4 contracts

Samples: Underwriting Agreement (Gladstone Acquisition Corp), Underwriting Agreement (Gladstone Acquisition Corp), Underwriting Agreement (Gladstone Acquisition Corp)

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Founder Shares. On January 2528, 2021, the Company issued to Gladstone SponsorMaquia Investments North America, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 5,750,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Founders 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 Initial Stockholder Stockholders until the earlier of: (i) one year six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the consummation of the Business Combination. 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 375,000 750,000 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 (Maquia Capital Acquisition Corp), Underwriting Agreement (Maquia Capital Acquisition Corp)

Founder Shares. On January 25, 2021In September 2020, the Company issued to Gladstone Sponsor, ARC Global Investments LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Founders 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 Initial Stockholder Stockholders until the earlier of: (i) one year six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the consummation of the Business Combination. 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 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 (Benessere Capital Acquisition Corp.), Benessere Capital Acquisition Corp.

Founder Shares. On January 25, In November 2021, the Company issued to Gladstone Sponsor, Evergreen LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of the Company’s Class B Common Stockordinary shares, par value $US$0.0001 per share (the “Founders Shares”). 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 Initial Stockholder Sponsor until the earlier of: (i) one year six 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 subdivision, stock share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 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 shareholders 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 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 Units (as defined below)) and underlying securities) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Appears in 2 contracts

Samples: Underwriting Agreement (Evergreen Corp), Underwriting Agreement (Evergreen Corp)

Founder Shares. On January 25As a result of transactions effected in October 2020, 2021as of the date hereof, the Company issued to Gladstone Sponsor, CA Healthcare Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, ) holds 2,875,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share common stock (the “Founders 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 Initial Stockholder 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 dividendsshare 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. The Founder Shares shall be subject ; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein)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 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 (CA Healthcare Acquisition Corp.), Underwriting Agreement (CA Healthcare Acquisition Corp.)

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Founder Shares. On January 25, In February 2021, the Company issued to Gladstone SponsorStellaris Growth, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 3,680,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Founders 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 Initial Stockholder Sponsor until the earlier of: (i) one year six 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 equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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 375,000 480,000 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 1 contract

Samples: Underwriting Agreement (Stellaris Growth Acquisition Corp.)

Founder Shares. On January 25March 18, 2021, the Company issued to Gladstone Sponsor, UNSDG Acquisition LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of the Company’s Class B Common Stockcommon stock, par value $0.0001 per share (the “Founders 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 Initial Stockholder Stockholders until the earlier of: to occur of (i) one year following after the consummation completion of the initial Business Combination; Combination or (ii) subsequent to the consummation of date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, when the closing price Combination that results in all of the Common Stock equals Company’s stockholders having the right to exchange their shares of common stock for cash, securities or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the consummation of the Business Combinationother 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 hereinhereof). 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 12 months (or up to 18 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 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 1 contract

Samples: Underwriting Agreement (UNSDG Acquisition Corp.)

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