Maximum Shareholder Shares Clause Samples

Maximum Shareholder Shares. The Shareholder shall not deliver any Exchange Shares upon exchange of any Note or Warrant, whether pursuant to the applicable Section 1, the Pledge Agreement or otherwise, if the delivery of such Exchange Shares would require the delivery of more than the sum of (x) 6,000,000 and (y) the number of Additional Pledged Shares (as defined in the Pledge Agreement) pledged pursuant to the Pledge Agreement, up to a maximum number of 1,000,000 Additional Pledged Shares, in the aggregate (in each case, as adjusted for any stock dividend, stock split, stock combination or other similar transaction affecting the Exchange Shares after the Issuance Date) (the "Maximum Share Cap"). No Buyer shall have delivered to it, upon exchange of Notes or Warrants, a number of Exchange Shares in an amount greater than the product of the Maximum Share Cap multiplied by a fraction, the numerator of which is the principal amount of Notes issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date and the denominator of which is the aggregate principal amount of all Notes issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the "Maximum Share Cap Allocation"). In the event that any Buyer shall sell or otherwise transfer any of such Buyer's Notes, the transferee shall be allocated a pro rata portion of such Buyer's Maximum Share Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Maximum Share Cap Allocation allocated to such transferee. In the event that any such holder shall have converted and exchanged such holder's Notes and Warrants in their entirety (such that such holder no longer has any Notes or Warrants) and such holder shall have received a number of Exchange Shares which, in the aggregate, is less than such holder's Maximum Share Cap Allocation, then the difference between such holder's Maximum Share Cap Allocation and the number of Exchange Shares actually delivered to such holder shall be allocated to the respective Maximum Share Cap Allocations of the remaining holders of Notes on a pro rata basis in proportion to the aggregate principal amount of the Notes then held by each such holder.
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Related to Maximum Shareholder 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).

  • 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.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.