equity securities of FTAC (prior to the Merger) or the PGHL Parties (following the Merger), or securities convertible into, exercisable or exchangeable for the same, of which any Sponsor Person owns as of the date hereof or acquires record or beneficial ownership after the date hereof, including by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities.
(e) Exchange Date means the date when a Sponsor Person desires the LLC to exchange the Exchangeable Units for the Cash Amount or the Exchanged Shares pursuant to the exercise of the Exchange Right.
(f) Exchanged Shares in respect of an Exchangeable Unit, means a number of Company Common Shares, valued at the average trading price of a Company Common Share on the last Trading Day prior to the Exchange Date, equal to the Cash Amount.
(g) Founder Shares means: (i) as of the date hereof, the 36,375,836 shares of FTAC Common Stock that were purchased in a private placement prior to the IPO; (ii) after the forfeiture of the Forfeited Founder Shares pursuant to Paragraph 7(b), 28,687,959 shares of FTAC Common Stock; and (iii) following the Merger, the 28,687,959 Company Common Shares into which the aggregate amount of shares of FTAC Common Stock referred to in clause (ii) are converted pursuant to the Merger and, each such share, a Founder Share.
(h) IPO has the meaning given to it in the Prior Letter Agreements.
(i) PGHL Person means PGHL, the Company, the LLC, and each of the directors and officers of PGHL.
(j) Registration Statement has the meaning given to it in the Prior Letter Agreements.
(k) Shareholders Agreement means that certain Shareholders Agreement to be entered into in connection with the Closing, an agreed form of which is attached as Exhibit D to the Merger Agreement.
(l) Transfer means the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, hedge, grant of any option to purchase or otherwise dispose of in any manner (including by merger, consolidation, division, operation of law or otherwise) 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 (including, for the avoidance of doubt, through a Transfer of equity securities in a Person who owns such security), (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).
(m) VWAP means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Refinitiv Workspace or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Refinitiv Workspace, or, if no dollar volume-weighted average price is