Immediate Family shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law and shall include adoptive relationships.
Insider Letter shall mean that certain letter agreement, dated as of September 29, 2020, by and among the Company, the Sponsor and each of the Companys officers, directors and director nominees.
Maximum Number of Securities shall have the meaning given in subsection 2.2.4.
Merger Agreement shall have the meaning given in the Recitals hereto.
Minimum Amount shall have the meaning given in subsection 2.1.3.
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 any Prospectus, in the light of the circumstances under which they were made) not misleading.
Nasdaq shall have the meaning given in subsection 3.1.4.
New Holder(s) shall have the meaning given in the Preamble.
Participating Holder shall have the meaning given in subsection 2.6.
Permitted Transferees shall mean (a) with respect to an Existing Holder, any Person 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, Private Placement Lock-Up Period or any other lock-up period, as the case may be, under the Insider Letter, the Private Placement Warrants Purchase Agreement, this Agreement and any other applicable agreement between such Existing Holder and the Company, and to any transferee thereafter; and (b) with respect to a New Holder, (i) in the case of an individual (1) by gift to a member of the individuals Immediate Family, to a trust, the beneficiary of which is a member of the individuals Immediate Family or an Affiliate of such Person, or to a charitable organization, (2) by virtue of laws of descent and distribution upon death of the individual and (3) pursuant to a qualified domestic relations order or (ii) in the case of an entity, (1) by distribution to such entitys members, partners, stockholders or equityholders, (2) to any of such entitys Affiliates or to any fund or other entity controlled or managed by such entity or any of its Affiliates, or to investment manager or investment advisor of such entity or an Affiliate of any such investment manager or investment advisor and (3) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clause (b) of this definition, provided that such transferee to which a transfer is being made pursuant to clause (a) or (b) above, if not a Holder, enters into a written agreement with the Company agreeing to be bound by the restrictions, including restrictions specific to certain holders, herein.
Person shall mean any individual, corporation, partnership, unincorporated association or other entity.
Piggyback Registration shall have the meaning given in subsection 2.3.1.