Classes of Investor Shares Clause Samples

The "Classes of Investor Shares" clause defines the different categories or series of shares that investors may hold in a company, each with distinct rights, privileges, or restrictions. In practice, this clause outlines how shares may be divided into classes such as Series A, Series B, or preferred and common shares, specifying the unique voting rights, dividend entitlements, or liquidation preferences associated with each class. Its core function is to provide clarity and structure to the ownership and governance of the company, ensuring that the rights and expectations of various investor groups are clearly delineated and legally enforceable.
Classes of Investor Shares. The Manager may divide the Investor Shares into one or more classes. The number of Shares of each such class of Investor Shares, and the rights and preferences of each such class, shall be as set forth in the resolution or resolutions of the Manager creating such class, referencing this section 3.2 (each, an “Authorizing Resolution”). Without limitation, the Manager may establish, with respect to each class of Investor Shares, its voting powers, conversion rights or obligations, redemption rights or obligations, preferences as to distributions, and other matters. The Authorizing Resolution providing for issuance of any class of Investor Shares may provide that such class shall be superior or rank equally or be junior to the Investor Shares of any other class except to the extent prohibited by the terms of the Authorizing Resolution establishing another class.
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Classes of Investor Shares. In the event that any Investor Shares are not sold either (i) pursuant to Investment Agreements as described in the Offering Circular or (ii) pursuant to the Company's expected offering to accredited investors pursuant to Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), the General Partner may determine remove any rights, powers and preferences of such unsold Investor Shares. The General Partner may divide any Investor Shares which are not outstanding into one or more classes. The number of Shares of each such class of Investor Shares, and the rights and preferences of each such class, shall be as set forth in the resolution or resolutions of the General Partner creating such class, referencing this Section 3.02 (each, an "Authorizing Resolution"). Without limitation of the generality of the foregoing, the General Partner may establish, with respect to each class of Investor Shares, its voting powers, conversion rights or obligations, redemption rights or obligations, preferences as to distributions, and other matters. The Authorizing Resolution providing for issuance of any class of Investor Shares may provide that such class shall be superior or rank equally or be junior to the then outstanding Investor Shares of any other class except to the extent prohibited by the terms of the Authorizing Resolution establishing another class.
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Related to Classes of Investor Shares

  • Founder Shares In July 2024, K&F Growth Acquisition LLC II, a Delaware limited liability company (the “Sponsor”), purchased from the Company 9,583,333 Class B ordinary shares (the “Founder Shares”), for an aggregate consideration of $25,000, in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of 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 earliest of: (i) one year following the consummation of the Business Combination; (ii) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination; or (iii) subsequent to the consummation of a Business Combination, the date on which the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period commencing at least 150 days after our initial business combination, or the date on which we consummate a transaction which results in all of our shareholders 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 1,250,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding Class A Ordinary Shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (not including the Private Placement Shares).