SPAC Class B Ordinary Shares definition

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

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

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

Examples of SPAC Class B Ordinary Shares in a sentence

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

• Age is less important and (shown) competencies are expressed in labour market value.

• Sponsor hereby consents to the conversion of its SPAC Class B Ordinary Shares (and any shares into or for which such shares are converted or exchanged in connection with the Domestication) into shares of Surviving Pubco Class B Common Stock on a one-for-one basis after giving effect to the automatic conversion contemplated in the SPAC Organizational Documents upon the Closing.

• The calculation of return on assets is based on net profit divided by total assets and multiplied by 100%.

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

• The term "conversion" shall mean the completed process whereby Bethel Savings, FSB Bank will be converted from a federally chartered mutual savings bank to a federally charted stock savings bank and Bethel Bancorp shall become the holding company for Bethel Savings Bank, FSB.

• Immediately following the completion of the Sponsor Share Forfeiture and before the First Merger Effective Time, Sponsor will hold an aggregate of 3,853,475 SPAC Class B Ordinary Shares, and all such shares will be exchanged for ordinary shares of the Company, par value $0.00002 per share, on a one-for-one basis in connection with the First Merger (the “Sponsor Share Conversion”).

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

• As of the date of this Agreement, the authorized share capital of SPAC consists of (i) 50,000,000 SPAC Class A Ordinary Shares, 40,000,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 SPAC Class B Ordinary Shares, of which 10,000,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement.

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

More Definitions of SPAC Class B Ordinary Shares

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

SPAC Class B Ordinary Shares means the 2,250,000 Class B ordinary shares of the SPAC, par value $0.0001 per share, outstanding prior to the consummation of the Transactions; (iii) “SPAC Private Warrants” shall mean the warrants acquired by the Sponsor and certain anchor investors in a private placement that closed simultaneously with the consummation of the IPO (including the Ordinary Shares issuable upon exercise of such SPAC Private Warrants); (iv) “Public Shareholders” shall mean the holders of SPAC Class A Ordinary Shares, including those held by Sponsor; (v) “SPAC Class A Ordinary Shares” shall mean the 4,579,885 Class A ordinary shares of the SPAC (including shares underlying SPAC Units), par value $0.0001 per share, outstanding prior to the consummation of the Transactions (together with the SPAC Class B Ordinary Shares, the “SPAC Ordinary Shares”); (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the IPO and a portion of the proceeds of the sale of the SPAC Private Warrants were deposited simultaneously with the closing of the IPO; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of an security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “SPAC Article of Association” shall mean the SPAC’s Amended and Restated Memorandum and Articles of Association, as amended by those Amendments to the Amended and Restated Memorandum and Articles of Association, dated June 15, 2023, and as further amended by those Amendments to the Amended and Restated Memorandum and Articles of Association, dated March 15, 2024.