Board shall mean the Board of Directors of the Company.
Business Combination shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.
Business Day means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.
Commission shall mean the Securities and Exchange Commission.
Common Stock shall have the meaning given in the Recitals hereto.
Company shall have the meaning given in the Preamble.
Demand Registration shall have the meaning given in subsection 2.1.1.
Demanding Holder shall have the meaning given in subsection 2.1.1.
Exchange Act shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
Form S-1 shall have the meaning given in subsection 2.1.1.
Form S-3 shall have the meaning given in subsection 2.3.
Forward Purchase Agreement shall mean that certain Forward Purchase Agreement dated as of [●], 2021, by and between the Company and the Sponsor.
Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.
Founder Shares Lock-up Period shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Companys initial Business Combination or (B) subsequent to the Business Combination, (x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Companys initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Companys stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.
Holders shall have the meaning given in the Preamble.
Insider Letter shall mean that certain letter agreement, dated as of [●], 2021, by and among the Company, the Sponsor and each of the Companys officers, directors and director nominees.
Mason Management shall mean Mason Management LLC, a Delaware limited liability company.
Maximum Number of Securities shall have the meaning given in subsection 2.1.4.
Misstatement shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.
Permitted Transferees shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.