INITIAL SHARE Clause Samples

The INITIAL SHARE clause defines the original allocation or distribution of shares or ownership interests among parties at the outset of an agreement or venture. Typically, it specifies the percentage or number of shares each party receives when the entity is formed or the contract is executed, ensuring all parties are aware of their initial stake. This clause is essential for establishing clear ownership rights from the beginning, preventing future disputes over equity and providing a transparent foundation for any subsequent changes in ownership.
INITIAL SHARE. Prior to the Closing, the Successor Fund will issue one Institutional Class share of beneficial interest of the Successor Fund (the “Initial Share”) to Touchstone or one of its affiliates (the “Sole Shareholder”) in exchange for $1.00 for the sole purpose of allowing the Sole Shareholder to approve certain matters to facilitate the organization of the Successor Fund. The Initial Share shall be redeemed and cancelled by the Successor Fund in exchange for $1.00 prior to the Closing.
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INITIAL SHARE. Prior to the Closing, the Acquiring Fund will issue one share of each of Class A, Class C, Institutional Class, and Investor Class Shares of the Acquiring Fund (the “Initial Shares”) to Emerald Mutual Fund Advisers Trust (the “Sole Shareholder”) in exchange for Ten Dollars ($10.00) per share for the sole purpose of allowing the Sole Shareholder to approve certain organizational items on behalf of the Acquiring Fund. The Initial Shares shall be redeemed and cancelled by the Acquiring Fund in exchange for Ten Dollars ($10.00) per share immediately prior to the Closing.
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INITIAL SHARE. Prior to the Closing, the Acquiring Fund will issue one Acquiring Fund Share (the “Initial Share”) to SCM (the “Sole Shareholder”) in exchange for Ten Dollars ($10.00) per share for the sole purpose of allowing the Sole Shareholder to approve certain organizational items on behalf of the Acquiring Fund. The Initial Share shall be redeemed and cancelled by the Acquiring Fund in exchange for Ten Dollars ($10.00) per share immediately prior to the Closing.
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INITIAL SHARE. Prior to the Closing, the Acquiring Fund will issue one share of each of the Investor Class and Class L of the Acquiring Fund (the “Initial Shares”) to ALPS Fund Services, Inc. (the “Sole Shareholder”) in exchange for Ten Dollars ($10.00) per share for the sole purpose of allowing the Sole Shareholder to approve certain organizational items on behalf of the Acquiring Fund. The Initial Shares shall be redeemed and cancelled by the Acquiring Fund in exchange for Ten Dollars ($10.00) per share immediately prior to the Closing.
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Related to INITIAL SHARE

  • Initial Shares As used herein, “Initial Shares” means 229,865 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.

  • Default Exceeding 10% of Firm Shares or Option Shares In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.

  • 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).

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Stock Consideration 3 Subsidiary........................................................................................................9