Business Combination. 50.1 Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail. 50.2 Prior to the consummation of a Business Combination, the Company shall either: (a) submit such Business Combination to its Members for approval; or (b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates. 50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission. 50.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination. 50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated. The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”). 50.6 A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). 50.7 In the event that the Company does not consummate a Business Combination by 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law. 50.8 In the event that any amendment is made to the Articles: (a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 months from the consummation of the IPO; or (b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation. 50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account. 50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to: (a) receive funds from the Trust Account; or (b) vote as a class with Public Shares on a Business Combination. 50.11 Any transaction or transactions between the Company and any of the following parties: (a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and (b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors. 50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors. 50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operations. 50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 4 contracts
Samples: Forward Purchase Agreement (Gateway Strategic Acquisition Co.), Forward Purchase Agreement (Gateway Strategic Acquisition Co.), Forward Purchase Agreement (Gateway Strategic Acquisition Co.)
Business Combination. 50.1 49.1 Notwithstanding any other provision of the these Articles, this Article 49 shall apply during the period commencing upon the adoption of the these Articles and terminating upon the first to occur of the consummation of a any Business Combination and the full distribution complete liquidation of the Trust Account Fund (as defined below) pursuant to this ArticleArticle 49.4. In the event of a conflict between this Article 49 and any other Articles, the provisions of this Article 49 shall prevail.
50.2 49.2 Prior to the consummation of a any Business Combination, the Company shall either:
(a) submit such Business Combination to its Members for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-per Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust AccountFund, calculated as of two business days prior to the consummation of such the Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any)Fund and not previously released to the Company to pay income taxes, divided by the number of then issued Public Sharesand outstanding Shares that were sold as part of the units in the IPO, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases(the “Repurchase Limitation”). Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.
50.3 If the The Company initiates shall initiate any tender offer in accordance with Rule 13e-4 and Regulation 14E of the United States Securities Exchange Act in connection with a proposed Business Combinationof 1934, it as amended (the “Exchange Act”), and shall file tender offer documents with the Securities and Exchange Commission SEC prior to completing such a Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, If the Company holds a general meeting Member vote to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 SEC. At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such a majority of the Shares voted are voted for the approval of the Business Combination is approved by Ordinary ResolutionCombination, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 49.3 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer officer or Director may, at least two business days’ prior to contemporaneously with any vote on a Business Combination, elect request to have their Public Shares redeemed repurchased for cash, in accordance with any applicable requirements provided for in the related proxy materials cash (the “IPO RedemptionRepurchase”), provided that no such Member acting together with any Affiliate affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right repurchase request with respect to more than 15 per cent 20% of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demandedrequested, the Company shall pay any such redeeming repurchasing Member, regardless of whether he is voting for or against such proposed Business Combination, a per-per Share redemption repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account Fund calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) Fund and not previously released to the Company to pay its income taxes, divided by the number of then issued Public and outstanding Shares that were sold as part of the units in the IPO (such redemption repurchase price being referred to herein as the “Redemption Repurchase Price”), but only in . Repurchases pursuant to this Article 49.3 are subject to the event that Repurchase Limitation. The Repurchase Price shall be paid promptly following the applicable consummation of the relevant Business Combination. If the proposed Business Combination is not approved or completed for any reason then such repurchases shall be cancelled and consummated. The Company shall not redeem Public Shares that would cause share certificates (if any) returned to the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”)relevant Members as appropriate.
50.6 A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).
50.7 49.4 In the event that that:
(a) the Company does not consummate a Business Combination by 24 twenty-four months from after the consummation closing of the IPO, or such later time as the Members of the Company may approve in accordance with the these Articles, the Company shall:
: (ai) cease all operations except for the purpose of winding up;
; (bii) as promptly as reasonably possible but not no more than ten business days thereafter, redeem the Public Shares, at a per-Share share price, payable in cash, equal to the aggregate amount proceeds then on deposit in the Trust Account, Fund including interest earned on the funds held in the Trust Account Fund and not previously released to the Company to pay income taxes (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), ) divided by the number of then issued and outstanding Public Shares in issueShares, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any), subject to applicable law; and
and (ciii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directorsits board of directors, liquidate dissolve and dissolveliquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other the requirements of Applicable Lawother applicable law.
50.8 In the event that (b) any amendment is made to the Articles:
(a) to modify Article 49.4 that would affect the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent 100% of the Public Shares if the Company does has not consummate a consummated an initial Business Combination within 24 twenty-four months from after the consummation date of the closing of the IPO; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust AccountFund, including interest earned on the funds held in the Trust Account Fund and not previously released to the Company to pay its income taxes, divided by the number of then issued and outstanding Public Shares. The Company’s ability to provide such redemption in this Article opportunity is subject to the Redemption Repurchase Limitation.
50.9 A holder 49.5 Except for the withdrawal of Public Shares interest to pay income taxes, if any, none of the funds held in the Trust Fund shall be entitled to receive distributions released from the Trust Account only in Fund until the event earlier of an IPO RedemptionRepurchase pursuant to Article 49.3, a repurchase of Shares by means of a tender offer pursuant to this ArticleArticle 49.2(b), or a distribution of the Trust Account Fund pursuant to this ArticleArticle 49.4(a) or an amendment under Article 49.4(b). In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust AccountFund.
50.10 49.6 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company Directors shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from participate in any manner in the Trust Account; or
(b) Fund or that vote as a class with Public Shares on a any Business Combination.
50.11 Any transaction 49.7 The Directors shall be divided into three classes: Class A, Class B and Preferred. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of these Articles, the existing Directors shall by resolution classify themselves as Class A, Class B or transactions Class C Directors. The Class A Directors shall stand elected for a term expiring at the Company’s first annual general meeting, the Class B Directors shall stand elected for a term expiring at the Company’s second annual general meeting and the Class C Directors shall stand elected for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their election. Except as the Statute or other applicable law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the Company election of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any of the following parties:
(a) any Member owning an interest vacancies in the voting power board of Directors, including unfilled vacancies resulting from the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate removal of such Director or OfficerDirectors for cause, may only be approved filled by the vote of a majority of the uninterested Independent Directorsremaining Directors then in office, although less than a quorum (as defined in these Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A Director elected to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Holders of Shares may nominate persons for election as Director by sending a written notice addressed to the Company at 1000 Xxxxxxx Xxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000, by prepaid postal delivery, such notice to arrive at least twenty business days before the date of a general meeting at which the election of Directors is to be considered.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operations.
50.14 49.8 The Company may enter into a Business Combination with a target business that is Affiliated affiliated with the Sponsor, a Founder, a Director the Directors or an Officerexecutive officers of the Company. In the event the Company seeks to consummate a complete an initial Business Combination with a target that is Affiliated affiliated with the Sponsor, a Founder, a Director executive officers or an OfficerDirectors, the Company, or a committee of Independent independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a an initial Business Combination is fair to the Company from a financial point of view.
Appears in 3 contracts
Samples: Forward Purchase Agreement (CF Corp), Forward Purchase Agreement (CF Corp), Forward Purchase Agreement (CF Corp)
Business Combination. 50.1 Notwithstanding any other provision of The Company may consummate the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a initial Business Combination and the full distribution conduct redemptions of the Trust Account pursuant to this Article. In the event of a conflict between this Article Common Stock and any other Articles, the provisions of this Article shall prevail.
50.2 Prior to the consummation of a Business Combination, the Company shall either:
(a) submit such Business Combination to its Members Warrants for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the cash upon consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets Combination without a stockholder vote pursuant to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business CombinationAct, it shall file including the filing of tender offer documents with the Securities and Exchange Commission prior to completing Commission; such Business Combination which tender offer documents will contain substantially the same financial and other information about such the initial Business Combination and the redemption rights as is required under Regulation 14A the Commission’s proxy rules and will provide each Public Shareholder of the Exchange Act. If, alternatively, Company with the Company holds a general meeting opportunity prior to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A consummation of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a initial Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of redeem the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem held by such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting Shareholder for or against such proposed Business Combination, a per-Share redemption price payable an amount in cash, cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two (2) business days prior to the consummation of the initial Business Combination, including Combination representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (such which interest shall be net of taxes payable) and not previously released to the Company to pay its taxes), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then issued outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor and each of the Company’s directors, officers and director nominees party to the Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shares (such Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price being referred to herein as (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), but divided by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in the event that accordance with the applicable proposed tender offer or proxy materials related to such Business Combination is approved Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and consummated. The the Company shall not redeem Public Shares that would cause the Company’s net tangible assets pay no distributions with respect to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).
50.6 A Member may not withdraw a Redemption Notice once submitted to any other holders of shares of capital stock of the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do connection therewith; in whole or in part).
50.7 In the event that the Company does not consummate effect a Business Combination by 24 twenty-four (24) months from the consummation Initial Closing Date (or twenty-seven (27) months from the the Initial Closing Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within twenty-four (24) months from the IPO, or such later time as the Members may approve in accordance with the ArticlesInitial Closing Date), the Company shall:
will (ai) cease all operations except for the purpose of winding up;
, (bii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-Share share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less which interest shall be net of taxes payable and less such net interest in an amount of up to US$$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares in issueShares, which redemption will completely extinguish public Membersthe Public Shareholders’ rights as Members stockholders (including the right to receive further liquidation distributions, if any); and
, subject to applicable law, and (ciii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members stockholders and the DirectorsCompany’s board of directors, liquidate dissolve and dissolveliquidate, subject in each case to its the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and other the requirements of Applicable Law.
50.8 In other applicable law; only Public Shareholders holding Common Stock included in the event that Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment is made to the Articles:
(a) to modify its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent 100% of the outstanding Public Shares if the Company does has not consummate consummated a Business Combination within 24 twenty four (24) months from the consummation Initial Closing Date (or twenty-seven (27) months from the the Initial Closing Date if the Company has executed a letter of the IPO; or
(b) with respect to any other provision relating to Members’ rights intent, agreement in principle or pre-definitive agreement for an initial Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a perwithin twenty-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions four (24) months from the Trust Account only Initial Closing Date), as further described in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes Amended and excluding Restated Certificate of Incorporation, unless the amount of deferred underwriting discounts held in Company offers the Trust Account) at right to redeem the time of the Company’s signing a definitive agreement Public Shares in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operationssuch amendment.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 3 contracts
Samples: Underwriting Agreement (VectoIQ Acquisition Corp. II), Underwriting Agreement (VectoIQ Acquisition Corp. II), Underwriting Agreement (VectoIQ Acquisition Corp. II)
Business Combination. 50.1 Notwithstanding any other provision of The Company may consummate the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a initial Business Combination and the full distribution conduct redemptions of the Trust Account pursuant to this Article. In the event of a conflict between this Article Common Stock and any other Articles, the provisions of this Article shall prevail.
50.2 Prior to the consummation of a Business Combination, the Company shall either:
(a) submit such Business Combination to its Members Warrants for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the cash upon consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets Combination without a stockholder vote pursuant to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business CombinationAct, it shall file including the filing of tender offer documents with the Securities and Exchange Commission prior to completing Commission; such Business Combination which tender offer documents will contain substantially the same financial and other information about such the initial Business Combination and the redemption rights as is required under Regulation 14A the Commission’s proxy rules and will provide each Public Shareholder of the Exchange Act. If, alternatively, Company with the Company holds a general meeting opportunity prior to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A consummation of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a initial Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of redeem the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem held by such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting Shareholder for or against such proposed Business Combination, a per-Share redemption price payable an amount in cash, cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two (2) business days prior to the consummation of the initial Business Combination, including Combination representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (such which interest shall be net of taxes payable) and not previously released to the Company to pay its taxes), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then issued outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments and each of the Company’s directors, officers and director nominees party to the Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shares (such Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price being referred to herein as (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), but divided by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in the event that accordance with the applicable proposed tender offer or proxy materials related to such Business Combination is approved Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and consummated. The the Company shall not redeem Public Shares that would cause the Company’s net tangible assets pay no distributions with respect to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).
50.6 A Member may not withdraw a Redemption Notice once submitted to any other holders of shares of capital stock of the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do connection therewith; in whole or in part).
50.7 In the event that the Company does not consummate effect a Business Combination by 24 twenty-four (24) months from the consummation of the IPO, or such later time as the Members may approve in accordance with the ArticlesInitial Closing Date, the Company shall:
will (ai) cease all operations except for the purpose of winding up;
, (bii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-Share share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less which interest shall be net of taxes payable and less such net interest in an amount of up to US$$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares in issueShares, which redemption will completely extinguish public Membersthe Public Shareholders’ rights as Members stockholders (including the right to receive further liquidation distributions, if any); and
, subject to applicable law, and (ciii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members stockholders and the DirectorsCompany’s board of directors, liquidate dissolve and dissolveliquidate, subject in each case to its the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and other the requirements of Applicable Law.
50.8 In other applicable law; only Public Shareholders holding Common Stock included in the event that Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment is made to the Articles:
(a) to modify its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent 100% of the outstanding Public Shares if the Company does has not consummate consummated a Business Combination within 24 twenty four (24) months from the consummation of the IPO; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activityInitial Closing Date, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable as further described in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes Amended and excluding Restated Certificate of Incorporation, unless the amount of deferred underwriting discounts held in Company offers the Trust Account) at right to redeem the time of the Company’s signing a definitive agreement Public Shares in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operationssuch amendment.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 3 contracts
Samples: Underwriting Agreement (VectoIQ Acquisition Corp.), Underwriting Agreement (VectoIQ Acquisition Corp.), Underwriting Agreement (VectoIQ Acquisition Corp.)
Business Combination. 50.1 Notwithstanding any other provision The Company may consummate the initial Business Combination and conduct redemptions of Common Stock and Warrants for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the ArticlesExchange Act, this Article shall apply during including the period commencing upon filing of tender offer documents with the adoption of Commission; such tender offer documents will contain substantially the Articles same financial and terminating upon other information about the first to occur of the consummation of a initial Business Combination and the full distribution redemption rights as is required under the Commission’s proxy rules and will provide each Public Stockholder of the Trust Account pursuant to this Article. In Company with the event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail.
50.2 Prior opportunity prior to the consummation of a Business Combination, the Company shall either:
(a) submit such initial Business Combination to its Members redeem the Public Shares held by such Public Stockholder for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable an amount in cash, cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two (2) business days prior to the consummation of such the initial Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes paid or payable, if any), divided by (B) the total number of then issued shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding; if, provided that however, the Company shall elects not repurchase Public Shares to file such tender offer documents, a stockholder vote is required by law in an amount that would cause connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject stockholders for their approval (the “Business Combination Vote”); with respect to the completion initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments and each of the proposed Company’s directors, officers and director nominees party to the Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination to which it relates.
50.3 If Combination; if the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E seeks stockholder approval of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed initial Business Combination, the Company will conduct any redemptions offer to each Public Stockholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to Regulation 14A the proxy rules of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At Commission at a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials per share redemption price (the “IPO RedemptionRedemption Price”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, ) equal to (I) the aggregate amount then on deposit in the Trust Account Account, calculated as of two (2) business days prior to the consummation of the initial Business Combination, including interest earned on the Trust Account (such which interest shall be net of taxes payable) and not previously released to the Company to pay its taxes), divided by (II) the total number of then issued Public Shares (then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such redemption price being referred Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to herein as approve such Business Combination; if, after seeking and receiving such stockholder approval, the “Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price”, from those Public Stockholders who affirmatively requested such redemption; provided that only Public Stockholders holding Common Stock who properly exercise their redemption rights (and do not properly withdraw such exercise), but only in the event that accordance with the applicable proposed tender offer or proxy materials related to such Business Combination is approved Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and consummated. The the Company shall not redeem Public Shares that would cause the Company’s net tangible assets pay no distributions with respect to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).
50.6 A Member may not withdraw a Redemption Notice once submitted to any other holders of shares of capital stock of the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do connection therewith; in whole or in part).
50.7 In the event that the Company does not consummate effect a Business Combination by 24 twenty-four (24) months from the consummation of the IPO, Initial Closing Date (or such later time date as has been approved pursuant to a valid amendment to the Members may approve in accordance with the ArticlesAmended and Restated Certificate of Incorporation), the Company shall:
will (ai) cease all operations except for the purpose of winding up;
, (bii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-Share share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable, and not previously released to the Company (less taxes payable and up to US$$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares in issueShares, which redemption will completely extinguish public Membersthe Public Stockholders’ rights as Members stockholders (including the right to receive further liquidation distributions, if any); and
) and (ciii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members stockholders and the DirectorsCompany’s board of directors, liquidate dissolve and dissolveliquidate, subject in each case to its the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and other the requirements of Applicable Law.
50.8 In other applicable law; only Public Stockholders holding Common Stock included in the event that Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment is made to the Articles:
its Amended and Restated Certificate of Incorporation (a) to modify the substance or timing of the Company’s obligation to allow redemption redemptions in connection with a its initial Business Combination or to redeem 100 per cent 100% of the outstanding Public Shares if the Company does has not consummate consummated a Business Combination within 24 twenty-four (24) months from the consummation of the IPO; or
Initial Closing Date or (b) with respect to any other provision relating to Membersstockholders’ rights or pre-initial Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable as further described in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes Amended and excluding Restated Certificate of Incorporation, unless the amount of deferred underwriting discounts held in Company offers the Trust Account) at right to redeem the time of the Company’s signing a definitive agreement Public Shares in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operationssuch amendment.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 2 contracts
Samples: Underwriting Agreement (Panacea Acquisition Corp), Underwriting Agreement (Panacea Acquisition Corp)
Business Combination. 50.1 Notwithstanding any other provision At the Closing Time, in accordance with the terms of the ArticlesMerger Agreement, this Article PubCo shall apply during issue the period commencing upon Exchange Securities to the adoption Investor in exchange for the cancellation of the Articles and terminating upon Company Preferred B Shares in the first to occur of Parent Merger (the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail.
50.2 Prior to the consummation of a Business Combination, the Company shall either“Exchange”) as follows:
(a) submit such Business Combination to its Members for approval; or
(b) provide Members with A duly authorized officer of each of the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal Merger Parties shall execute and deliver to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided Investor a certificate certifying that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior all conditions to the consummation of the Merger Agreement shall have been satisfied in full (or waived by the parties) (including, without limitation, that Chart has received sufficient shareholder approval to authorize the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated. The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption LimitationBusiness Combination Certificate”).
50.6 A Member may not withdraw a Redemption Notice once submitted (b) PubCo shall issue and deliver or cause to be delivered to the Investor (or its designee) (x) evidence that any Warrants have been recorded in the books and records of PubCo and credited to the Investor (including, if requested by the Investor, signed copies of the Warrants, for delivery to the Investor to the address set forth on the signature page of the Investor) and (y) with respect to the Common Stock, either (i) evidence that the Common Shares have been recorded in the books and records of t PubCo and credited to the Investor (including, if requested by the Investor, stock certificates with respect to the Common Shares for delivery to the Investor to the address set forth on the signature page of the Investor) or (ii) if requested by the Investor, the Common Shares to the balance account of the broker of the Investor listed on the signature page of the Investor (the “Investor Broker”), at the Depository Trust Company unless in accordance with the Directors determine instructions delivered by the Investor Broker to PubCo on or prior to the Closing Time. Such deliveries under the preceding sentence shall be completed within three (in their sole discretion3) Business Days after the Closing Time (subject to permit the withdrawal Investor Broker initiating a Deposit/Withdrawal at Custodian with respect to the Common Shares on or prior to such date). Each of such redemption request (which they may do in whole or in part)the Exchange Securities shall be issued with applicable restrictive legends for unregistered securities.
50.7 In the event that the Company does not consummate a Business Combination by 24 months from (c) Upon the consummation of the IPO, or such later time as the Members may approve Business Combination in accordance with the ArticlesMerger Agreement, the Company shall:Preferred B Shares (as well as any outstanding shares of Company A Preferred Stock and TAS Financing Sub Preferred Stock) shall be cancelled.
(ad) cease all operations except for The parties hereto shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the purpose of winding up;
(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members Business Combination and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable LawExchange.
50.8 In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 months from the consummation of the IPO; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operations.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 2 contracts
Samples: Purchase and Exchange Agreement (Chart Acquisition Corp.), Purchase and Exchange Agreement (Tempus Applied Solutions Holdings, Inc.)
Business Combination. 50.1 Notwithstanding any other provision The Company may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the ArticlesExchange Act, this Article shall apply during including the period commencing upon filing of tender offer documents with the adoption of Commission; such tender offer documents will contain substantially the Articles same financial and terminating upon other information about the first to occur of the consummation of a initial Business Combination and the full distribution redemption rights as is required under the Commission’s proxy rules and will provide each Public Shareholder of the Trust Account pursuant to this Article. In Company with the event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail.
50.2 Prior opportunity prior to the consummation of a Business Combination, the Company shall either:
(a) submit such initial Business Combination to its Members redeem the Public Shares held by such Public Shareholder for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable an amount in cash, cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two (2) business days prior to the consummation of such the initial Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes paid or payable, if any), divided by (B) the total number of Public Shares then issued Public Sharesoutstanding; if, provided that however, the Company shall elects not repurchase Public Shares to file such tender offer documents, a shareholder vote is required by law in an amount that would cause connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject shareholders for their approval (the “Business Combination Vote”); with respect to the completion initial Business Combination Vote, if any, the Sponsor and each of the proposed Company’s directors, officers and director nominees party to the Insider Letter has agreed to vote all of their respective Founder Shares, Private Placement Shares, Alignment Shares and any other Ordinary Shares purchased during or after the Offering in favor of the Company’s initial Business Combination to which it relates.
50.3 If Combination; if the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E seeks shareholder approval of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed initial Business Combination, the Company will conduct any redemptions offer to each Public Shareholder the right to have its Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to Regulation 14A the proxy rules of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At Commission at a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials per share redemption price (the “IPO RedemptionRedemption Price”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, ) equal to (I) the aggregate amount then on deposit in the Trust Account Account, calculated as of two (2) business days prior to the consummation of the initial Business Combination, including interest earned on the Trust Account (such which interest shall be net of taxes payable) and not previously released to the Company to pay its taxes), divided by (II) the total number of then issued Public Shares (then outstanding; if the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such redemption price being referred Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly-held shareholder meeting are voted to herein as approve such Business Combination; if, after seeking and receiving such shareholder approval, the “Company elects to so proceed, it will redeem the Public Shares, at the Redemption Price”, from those Public Shareholders who affirmatively requested such redemption; provided that only Public Shareholders holding Public Shares who properly exercise their redemption rights (and do not properly withdraw such exercise), but only in the event that accordance with the applicable proposed tender offer or proxy materials related to such Business Combination is approved Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and consummated. The the Company shall not redeem Public Shares that would cause the Company’s net tangible assets pay no distributions with respect to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).
50.6 A Member may not withdraw a Redemption Notice once submitted to any other holders of shares of the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do connection therewith; in whole or in part).
50.7 In the event that the Company does not consummate effect a Business Combination by 24 twenty-four (24) months from the consummation Initial Closing Date (or 27 months if the Company has executed a letter of the IPOintent, agreement in principle or definitive agreement for a Business Combination within such twenty-four (24) month period, or such later time date as has been approved pursuant to a valid amendment to the Members may approve in accordance with the ArticlesAmended and Restated Memorandum and Articles of Association), the Company shall:
will (ai) cease all operations except for the purpose of winding up;
, (bii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-Share share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable, and not previously released to the Company (less taxes payable and up to US$$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares in issueShares, which redemption will completely extinguish public Membersthe Public Shareholders’ rights as Members shareholders (including the right to receive further liquidation distributions, if any); and
) and (ciii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members shareholders and the DirectorsCompany’s board of directors, liquidate dissolve and dissolveliquidate, subject in each case to its the Company’s obligations under Cayman Islands law to provide for claims of creditors and other the requirements of Applicable Law.
50.8 In other applicable law; only Public Shareholders holding Public Shares shall be entitled to receive such redemption amounts and the event that Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of the Company; the Company will not propose any amendment is made to the Articles:
its Amended and Restated Memorandum and Articles of Association (a) to modify the substance or timing of the Company’s obligation to allow redemption redemptions in connection with a its initial Business Combination or to redeem 100 per cent 100% of the outstanding Public Shares if the Company does has not consummate consummated a Business Combination within 24 twenty-four (24) months from the consummation of the IPO; or
Initial Closing Date (or twenty-seven (27) months, as applicable) or (b) with respect to any other provision relating to Membersshareholders’ rights or pre-initial Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable as further described in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes Amended and excluding Restated Memorandum and Articles of Association, unless the amount of deferred underwriting discounts held in Company offers the Trust Account) at right to redeem the time of the Company’s signing a definitive agreement Public Shares in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operationssuch amendment.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 2 contracts
Samples: Underwriting Agreement (Panacea Acquisition Corp. II), Underwriting Agreement (Panacea Acquisition Corp. II)
Business Combination. 50.1 Notwithstanding any other provision At the Closing Time, in accordance with the terms of the ArticlesMerger Agreement and the Registration Statement, this Article PubCo shall apply during issue the period commencing upon Exchange Securities to the adoption Investor in exchange for the cancellation of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail.
50.2 Prior to the consummation of a Business Combination, Company Preferred Shares in the Company shall eitherMerger (the “Exchange”) as follows:
(a) submit such Business Combination to its Members for approval; or
(b) provide Members with A duly authorized officer of each of the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal Merger Parties shall execute and deliver to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided Investor a certificate certifying that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior all conditions to the consummation of the Merger Agreement shall have been satisfied in full (or waived by the parties) (including, without limitation, that Chart has received sufficient shareholder approval to authorize the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated. The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption LimitationBusiness Combination Certificate”).
50.6 A Member may not withdraw a Redemption Notice once submitted (b) PubCo shall issue and deliver or cause to be delivered to the Investor (or its designee) (x) evidence that any Preferred Shares and Warrants have been recorded in the books and records of the PubCo and credited to the Investor (including, if requested by the Investor, stock certificates with respect to any Preferred Shares and signed copies of the Warrants, in each case, for delivery to the Investor to the address set forth on the signature page of the Investor) and (y) the Common Shares to the balance account of the broker of the Investor listed on the signature page of the Investor (the “Investor Broker”), at the Depository Trust Company unless in accordance with the Directors determine instructions delivered by the Investor Broker to PubCo on or prior to the Closing Time. Such deliveries under clause (x) in their sole discretionthe preceding sentence shall be completed within three (3) Business Days after the Closing Time, and such deliveries under clause (y) in the preceding sentence shall be completed within one (1) Business Day after the Closing Time (subject to permit the withdrawal Investor Broker initiating a Deposit/Withdrawal at Custodian with respect to the Common Shares on or prior to such date). Each of such redemption request (which they may do in whole or in part)the Exchange Securities shall be issued without any restrictive legend.
50.7 In (c) PubCo shall have duly executed and filed the event that PubCo Certificate of Designations with the Company does Secretary of State of Delaware and the PubCo Certificate of Designations shall not consummate a Business Combination by 24 months from have been amended since its filing without the prior written consent of the Investor.
(d) Upon the consummation of the IPO, or such later time as the Members may approve Business Combination in accordance with the ArticlesMerger Agreement and the Registration Statement, the Company shall:Preferred Shares (as well as any outstanding shares of the Chart Financing Sub Series A Preferred Stock and Chart Financing Sub Series B Preferred Stock) shall be cancelled.
(ae) cease all operations except for The parties hereto shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the purpose of winding up;
(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members Business Combination and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable LawExchange.
50.8 In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 months from the consummation of the IPO; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operations.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 2 contracts
Samples: Purchase and Exchange Agreement (Tempus Applied Solutions Holdings, Inc.), Purchase and Exchange Agreement (Chart Acquisition Corp.)
Business Combination. 50.1 Notwithstanding any other provision of The Company may consummate the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a initial Business Combination and the full distribution conduct redemptions of the Trust Account pursuant to this Article. In the event of a conflict between this Article Common Stock and any other Articles, the provisions of this Article shall prevail.
50.2 Prior to the consummation of a Business Combination, the Company shall either:
(a) submit such Business Combination to its Members Warrants for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the cash upon consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets Combination without a stockholder vote pursuant to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business CombinationAct, it shall file including the filing of tender offer documents with the Securities and Exchange Commission prior to completing Commission; such Business Combination which tender offer documents will contain substantially the same financial and other information about such the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company Commission’s proxy rules and will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 Any Member holding provide each Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent Shareholder of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself with the opportunity prior to the Company in connection with any redemption election in order consummation of the initial Business Combination to validly redeem the Common Stock held by such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting Shareholder for or against such proposed Business Combination, a per-Share redemption price payable an amount in cash, cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to representing (x) the consummation net proceeds held in the Trust Account from the Offering and the sale of the Business Combination, including Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (such which interest shall be net of taxes payable) and not previously released to the Company to pay its taxes), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then issued outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments, Xxxxxxxxxx, Xxxxxxxxx and each of the Company’s directors, officers and director nominees party to an Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shares (such Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price being referred to herein as (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), but dived by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in the event that accordance with the applicable proposed tender offer or proxy materials related to such Business Combination is approved Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and consummated. The the Company shall not redeem Public Shares that would cause the Company’s net tangible assets pay no distributions with respect to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).
50.6 A Member may not withdraw a Redemption Notice once submitted to any other holders of shares of capital stock of the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do connection therewith; in whole or in part).
50.7 In the event that the Company does not consummate effect a Business Combination by 24 eighteen (18) months from the consummation Initial Closing Date (or twenty-one (21) months from the Initial Closing Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the IPO, or Initial Closing Date but has not completed the initial Business Combination within such later time as the Members may approve in accordance with the Articleseighteen (18) month period), the Company shall:
will (ai) cease all operations except for the purpose of winding up;
, (bii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-Share share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less which interest shall be net of taxes payable and less such net interest in an amount of up to US$$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares in issueShares, which redemption will completely extinguish public Membersthe Public Shareholders’ rights as Members stockholders (including the right to receive further liquidation distributions, if any); and
, subject to applicable law, and (ciii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members stockholders and the DirectorsCompany’s board of directors, liquidate dissolve and dissolveliquidate, subject in each case to its the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and other the requirements of Applicable Law.
50.8 In other applicable law; only Public Shareholders holding Common Stock included in the event that Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment is made to the Articles:
(a) to modify its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent 100% of the outstanding Public Shares if the Company does has not consummate consummated a Business Combination within 24 eighteen (18) months from the consummation closing of the IPO; or
Offering (bor twenty-one (21) with respect to any other provision relating to Members’ rights months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or pre-definitive agreement for an initial Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions within eighteen (18) months from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution closing of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in Offering but has not completed the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a initial Business Combination within such eighteen (18) month period), as further described in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes Amended and excluding Restated Certificate of Incorporation, unless the amount of deferred underwriting discounts held in Company offers the Trust Account) at right to redeem the time of the Company’s signing a definitive agreement Public Shares in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operationssuch amendment.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 2 contracts
Samples: Underwriting Agreement (GigCapital, Inc.), Underwriting Agreement (GigCapital, Inc.)
Business Combination. 50.1 Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail.
50.2 Prior to the consummation of a Business Combination, the Company shall either:
(a) submit such Business Combination This Article 5 applies to its Members the following (a “business combination”):
(i) a formal tender offer or similar offer for approvalany outstanding equity securities of the Buyer which, if successful, would result in a change of control of the Buyer;
(ii) a merger involving the Buyer, if the Buyer is not the surviving entity or if holders of outstanding equity securities of the Buyer receive equity securities of a different entity or cash or other property in exchange for their outstanding equity securities of the Buyer; orand
(iii) any transaction or reorganization that has an effect similar to any of the foregoing.
(b) provide Members with The Escrow Agent shall tender the opportunity to have their Escrowed Shares repurchased by means of a tender offer for Seller to a per-Share repurchase price payable person or company in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two a business combination if:
(i) at least fifteen business days prior to the consummation date the Escrowed Shares must be tendered under the business combination, the Buyer notifies the Sellers Representative in writing of such Business Combination, including interest earned on the Trust Account business combination; and
(net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of ii) at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two five business days prior to the consummation date the Escrowed Shares must be tendered under the business combination, the Sellers Representative delivers to the Escrow Agent:
(A) (1) written instructions signed by the Sellers Representative that directs the Escrow Agent to deliver to the paying, exchange or transfer agent or other depository acting in connection with the business combination any certificates or other evidence of the Business CombinationEscrowed Shares, including interest earned on the Trust Account (such interest shall be net 2) a completed and executed letter of taxes payabletransmittal or similar document and, where required, a transfer power of attorney completed and executed and (3) and not previously released to the Company to pay its taxes, divided any other documentation specified or provided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved Sellers Representative and consummated. The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).
50.6 A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).
50.7 In the event that the Company does not consummate a Business Combination by 24 months from the consummation of the IPO, or such later time as the Members may approve delivered in accordance with the Articlesinstructions from such paying, the Company shall:
(a) cease all operations except for the purpose exchange or transfer agent or other depository set forth in such letter of winding up;
(b) as promptly as reasonably possible but not more than ten business days thereaftertransmittal or similar document, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on case of the funds held in the Trust Account foregoing (2) and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses3), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any)applicable; and
(B) any other information concerning the business combination as the Escrow Agent may reasonably request.
(c) as promptly As soon as reasonably possible following such redemptionpracticable, subject and in any event no later than one Business Day after the Escrow Agent receives the documents and information required under paragraph (b) above, the Escrow Agent shall deliver to the approval paying, exchange or transfer agent or other depository acting in connection with the business combination, in accordance with the written instructions, any certificates or other evidence of the Company’s remaining Members Escrowed Shares, any other documentation to be provided pursuant to Section 5.1(b)(ii)(A) and the Directors, liquidate Section 5.1(b)(ii)(B) and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
50.8 In the event that any amendment is made a letter addressed to the Articlesdepositary under the business combination that:
(ai) to modify identifies the substance Escrowed Shares that are being exchanged, submitted or timing of the Company’s obligation to allow redemption tendered in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 months from the consummation of the IPO; orbusiness combination;
(bii) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public states that the Escrowed Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds are held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Companyescrow; and
(biii) any Director or Officer and any Affiliate of such Director or Officer, may states that the Escrowed Shares are delivered only be approved by a majority for the purposes of the uninterested Independent Directors.business combination and that they will be released from escrow only after one of the conditions described in paragraph (d) below is met;
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect (d) The Escrow Agent shall release from escrow and deliver to the evaluation of such Business Combination. Such Director must disclose such interest paying, exchange or conflict to the transfer agent or other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement depository acting in connection with the business combination the applicable Escrowed Shares when the Escrow Agent receives notification from the Sellers Representative that:
(i) the terms and conditions of the business combination have been met or waived; and/or
(ii) the Escrowed Shares have either been accepted and paid for or are subject to an unconditional obligation to be accepted and paid for under the business combination.
(e) If a Business Combination. A Business Combination must not Seller receives securities (“new securities”) of another issuer (“successor issuer”) in exchange for Escrowed Shares pursuant to a business combination, the new securities will be effectuated with another blank cheque company subject to and form part of the Escrowed Share Amount.
(f) Any securities issued by the Buyer in exchange for the Escrowed Shares pursuant to a business combination or a similar company consolidation, subdivision or other capital reorganization of the Buyer shall be deposited in escrow under this Escrow Agreement in substitution or in addition to, as the case may be, the Escrowed Shares, and released in accordance with nominal operationsthe terms of this Agreement, mutatis mutandis.
50.14 The Company may enter into (g) Any cash amount to which a Business Combination with Seller is entitled in exchange for Escrowed Shares pursuant to a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member combination shall form part of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair Escrowed Share Amount (to the Company from a financial point of viewbe dealt with in accordance with Section 3.3(b)).
Appears in 1 contract
Samples: Securities Purchase Agreement (Patterson Uti Energy Inc)
Business Combination. 50.1 Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the event of any Business Combination, (i) this Option will, immediately after such Business Combination, remain outstanding and thereafter, in lieu of or in addition to (as the case may be) the number of Option Shares then exercisable under this Option, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person (including cash) resulting from such Business Combination to which the Holder would have been entitled upon such Business Combination if the Holder had exercised this Option in full immediately prior to the time of such Business Combination and acquired the applicable number of Option Shares then issuable hereunder as a conflict between result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Article Option) and any other Articles(ii) in such case, appropriate adjustment (in form and substance satisfactory to the Holder) will be made with respect to the Holder’s rights under this Option to ensure that the provisions of this Article shall prevail.
50.2 Prior Section 4 are thereafter applicable, as nearly as possible, to this Option in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Option. The Company will not effect any Business Combination described in this Section 4.2 unless either, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such Business Combination, will assume, by written instrument substantially similar in form and substance to this Option and satisfactory to the Holder, the obligation to deliver to the Holder such shares of a stock, securities or assets that, in accordance with this Section 4, the Holder will be entitled to receive upon exercise of this Option, or upon consummation thereof, the Holder will be entitled to receive the same kind and number of shares of stock or other securities or assets (including cash) resulting from such Business Combination as the Holder would have been entitled upon such the Business Combination if the Holder had exercised this Option in full immediately prior to the time of such Business Combination and acquired the applicable number of Option Shares then issuable hereunder (assuming exercise pursuant to Section 2.1(b)). Notwithstanding anything to the contrary contained herein, with respect to any Business Combination, the Company shall either:
(a) submit such Business Combination Holder will have the right to its Members for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days elect prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject give effect to the completion exercise rights contained in Section 2 instead of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant giving effect to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be provisions contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right Section 4.2 with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated. The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”)this Option.
50.6 A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).
50.7 In the event that the Company does not consummate a Business Combination by 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:
(a) cease all operations except for the purpose of winding up;
(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
50.8 In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 months from the consummation of the IPO; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operations.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 1 contract
Samples: Option Agreement (Meredith Corp)
Business Combination. 50.1 Notwithstanding any other provision of The Company may consummate the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a initial Business Combination and the full distribution conduct redemptions of the Trust Account pursuant to this Article. In the event of a conflict between this Article Common Stock and any other Articles, the provisions of this Article shall prevail.
50.2 Prior to the consummation of a Business Combination, the Company shall either:
(a) submit such Business Combination to its Members Warrants for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the cash upon consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets Combination without a stockholder vote pursuant to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business CombinationAct, it shall file including the filing of tender offer documents with the Securities and Exchange Commission prior to completing Commission; such Business Combination which tender offer documents will contain substantially the same financial and other information about such the initial Business Combination and the redemption rights as is required under Regulation 14A the Commission’s proxy rules and will provide each Public Shareholder of the Exchange Act. If, alternatively, Company with the Company holds a general meeting opportunity prior to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A consummation of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a initial Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of redeem the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem held by such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting Shareholder for or against such proposed Business Combination, a per-Share redemption price payable an amount in cash, cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two (2) business days prior to the consummation of the initial Business Combination, including Combination representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (such which interest shall be net of taxes payable) and not previously released to the Company to pay its taxes), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then issued outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Cxxxx Investments and each of the Company’s directors, officers and director nominees party to the Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shares (such Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price being referred to herein as (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), but divided by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in the event that accordance with the applicable proposed tender offer or proxy materials related to such Business Combination is approved Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and consummated. The the Company shall not redeem Public Shares that would cause the Company’s net tangible assets pay no distributions with respect to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).
50.6 A Member may not withdraw a Redemption Notice once submitted to any other holders of shares of capital stock of the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do connection therewith; in whole or in part).
50.7 In the event that the Company does not consummate effect a Business Combination by 24 twenty-four (24) months from the consummation of the IPO, or such later time as the Members may approve in accordance with the ArticlesInitial Closing Date, the Company shall:
will (ai) cease all operations except for the purpose of winding up;
, (bii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-Share share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less which interest shall be net of taxes payable and less such net interest in an amount of up to US$$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares in issueShares, which redemption will completely extinguish public Membersthe Public Shareholders’ rights as Members stockholders (including the right to receive further liquidation distributions, if any); and
, subject to applicable law and (ciii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members stockholders and the DirectorsCompany’s board of directors, liquidate dissolve and dissolveliquidate, subject in each case to its the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and other the requirements of Applicable Law.
50.8 In other applicable law; only Public Shareholders holding Common Stock included in the event that Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment is made to the Articles:
(a) to modify its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent 100% of the outstanding Public Shares if the Company does has not consummate consummated a Business Combination within 24 twenty four (24) months from the consummation of the IPO; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activityInitial Closing Date, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable as further described in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes Amended and excluding Restated Certificate of Incorporation, unless the amount of deferred underwriting discounts held in Company offers the Trust Account) at right to redeem the time of the Company’s signing a definitive agreement Public Shares in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operationssuch amendment.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 1 contract
Business Combination. 50.1 49.1 Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a any Business Combination and the full distribution of the Trust Account Fund pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail, and Articles 49.1may not be amended prior to the consummation of a Business Combination without a Special Resolution.
50.2 49.2 Prior to the consummation of a any Business Combination, the Company shall either:
(a) submit such Business Combination to its Members for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-per Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust AccountFund, calculated as of two business days prior to the consummation of such the Business Combination, including interest earned on the Trust Account Fund (net of income taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s 's net tangible assets to be less than US$5,000,001 following such repurchases5,000,001. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combinationto repurchase Public Shares, it shall file tender offer documents with the Securities and Exchange Commission SEC prior to completing such a Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting Member vote to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange CommissionSEC.
50.4 49.3 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such a majority of the Shares voted are voted for the approval of a Business Combination is approved by Ordinary ResolutionCombination, the Company shall be authorised to consummate such a Business Combination, provided that the Company shall not consummate such any Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such to a Business Combination.
50.5 49.4 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer officer of the Company or Director may, at least two business days’ prior to contemporaneously with any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials cash (the “"IPO Redemption”"), provided that no such Member acting together with any Affiliate affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 20 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-per Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account Fund calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and Fund not previously released to the Company to pay its taxes(net of income taxes payable), divided by the number of then issued Public Shares (such redemption price being referred to herein as the “"Redemption Price”"), but only in . The Redemption Price shall be paid promptly following the event that consummation of the applicable relevant Business Combination. If the proposed Business Combination is not approved and consummated. The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following or completed for any reason then such redemptions shall be cancelled and share certificates (if any) returned to the “Redemption Limitation”)relevant Members as appropriate.
50.6 A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).
50.7 49.5 In the event that that:
(a) the Company does not consummate a Business Combination by 24 twenty-four months from after the consummation closing of the IPO, or such later time as the Members of the Company may approve in accordance with the Articles, the Company shall:
(ai) the Company shall cease all operations except for the purpose of winding up;
(bii) the Company shall as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-per Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust AccountFund, including interest earned on the funds held in the Trust Account and not previously released to the Company Fund (less taxes payable and up to US$100,000 of interest to pay dissolution expensesliquidation expenses and net of income taxes payable), divided by the number of then issued Public Shares in issueShares, which redemption will completely extinguish public Members’ ' rights as Members (including the right to receive further liquidation distributions, if any); and, subject to applicable law;
(ciii) as promptly as reasonably possible following a redemption of Public Shares pursuant to Article 49.5(a)(ii), Class B Shares held by the Founders, excluding the Sponsor, shall be automatically surrendered by such redemptionFounders, without any further action required on the part of such Founders, for no consideration so that the Sponsor shall be the sole Member prior to the Company entering into voluntary liquidation; and
(iv) thereafter, subject to the approval of the Company’s 's remaining Members and the Directors, the Company shall liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other the requirements of Applicable Law.other applicable law; and
50.8 In (b) the event that any Members approve an amendment is made to the Articles:Article 49.9
(a) to modify that would affect the substance or timing of the Company’s 's obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does did not consummate a complete its Business Combination within 24 twenty-four months from the consummation closing of the IPO; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of the Company shall provide the Members holding Public Shares who is are not the Sponsor, a Founder, Officer officer of the Company or Director shall be provided with the opportunity to redeem all or a portion of their Public Shares upon the such approval or effectiveness of any such amendment at a per-per Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust AccountFund, including interest earned on the funds held in the Trust Account Fund and not previously released to the Company to pay its taxes(net of income taxes payable), divided by the number of then outstanding issued Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 49.6 A holder of Public Shares shall be entitled to receive distributions from the Trust Account Fund only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this ArticleArticle 49.2(b), or a distribution of the Trust Account Fund pursuant to this ArticleArticle 49.4(a) or a redemption pursuant to Article 49.4(b). In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust AccountFund.
50.10 49.7 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company Directors shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from participate in any manner in the Trust Account; or
(b) Fund or that vote as a class with Public Shares on a any Business Combination.
50.11 49.8 Any transaction or transactions between the Company and any payment made to members of the following parties:
(a) any Member owning an interest in Audit Committee shall require the voting power review and approval of the Company that gives such Member a significant influence over the Company; and
(b) Directors, with any Director or Officer interested in such payment abstaining from such review and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directorsapproval.
50.12 49.9 A Director may vote in respect of a any Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long 49.10 The Directors shall be divided into two classes: Class I and Class II. The number of Directors in each class does not need to be equal. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I or Class II Directors. The Class I Directors shall stand elected for a term expiring at the Company’s first annual general meeting and the Class II Directors shall stand elected for a term expiring at the Company’s second annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, (a) Class I Directors elected to succeed those Class I Directors whose terms expire shall be elected for a term of office to expire at the next annual general meeting after their election; and (b) Class II Directors elected to succeed those Class II Directors whose terms expire shall be elected for a term of office to expire at the second succeeding annual general meeting after their election. Except as the securities Statute or other applicable law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the election of Directors and/or the Company are listed on the New York Stock Exchange, the Company must complete removal of one or more Business Combinations having an aggregate fair market value Directors and the filling of at least 80 per cent any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the assets held remaining Directors then in office, although less than a quorum (as defined in the Trust Account (net Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of amounts previously disbursed their respective terms of office and until their successors shall have been elected and qualified. A Director elected to fill a vacancy resulting from the Company’s management death, resignation or removal of a Director shall serve for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time remainder of the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company full term of the Director whose death, resignation or a similar company with nominal operationsremoval shall have created such vacancy and until his successor shall have been elected and qualified.
50.14 49.11 The Company may enter into a Business Combination with a target business that is Affiliated affiliated with the Sponsor, a Founder, a Director the Directors or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, officers of the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 1 contract
Business Combination. 50.1 Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of (a) The Corporation agrees that if there is a Business Combination and the full distribution (as defined below) of the Trust Account pursuant Corporation, then with respect to all matters thereafter arising concerning the rights of Indemnitee to Indemnifiable Expenses under this Agreement or any other agreement or Corporation Bylaw now or hereafter in effect relating to Indemnifiable Litigation, the Corporation shall seek legal advice only from special, independent counsel selected by Indemnitee and approved by the Corporation (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Corporation and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Corporation agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Article. In the event of Agreement or its engagement pursuant hereto.
(b) When it appears that a conflict between this Article particular person may be an interested Stockholder and any other Articles, that the provisions of this Article Section 13 must be applied or interpreted, then a majority of the total number of those directors of the Corporation who would qualify as Continuing Directors (assuming that such particular person is in fact an Interested Stockholder) shall prevail.
50.2 Prior have the power and the duty to interpret all of the consummation terms and provisions of a Business Combinationthis Section 13, and to determine on the Company shall eitherbasis of information known to them after reasonable inquiry all facts necessary to ascertain compliance with this Section 13, including without limitation:
(ai) submit such Business Combination to its Members for approval; orwhether a person is an Interested Stockholder;
(bii) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion shares of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, Capital Stock or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem securities beneficially owned by such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated. The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).
50.6 A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).
50.7 In the event that the Company does not consummate a Business Combination by 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:
(a) cease all operations except for the purpose of winding upperson;
(biii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at whether a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 person is an Affiliate or Associate of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any)another; and
(iv) whether the assets that are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, in the aggregate a Fair Market Value equal to or in excess of 25% of the total assets of the Corporation as shown on the balance sheet of the Corporation contained in the most recent annual report to stockholders of the Corporation. Any such determination shall be made in good faith and shall be binding and conclusive on all parties.
(c) Nothing contained in this Section 13 shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.
(d) For the purposes of this Section 13, the following terms shall have the same meanings as promptly as reasonably possible following such redemption, subject are ascribed to the approval them under Article X of the Company’s remaining Members and the Directors, liquidate and dissolve, subject Corporation's Articles of Incorporation as in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
50.8 In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 months from the consummation of the IPO; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned effect on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number date of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof toAgreement:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operations.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 1 contract
Samples: Indemnification Agreement (Morrison Restaurants Inc/)
Business Combination. 50.1 Notwithstanding any other provision of The Company may consummate the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a initial Business Combination and the full distribution conduct redemptions of the Trust Account pursuant to this Article. In the event of a conflict between this Article Common Stock and any other Articles, the provisions of this Article shall prevail.
50.2 Prior to the consummation of a Business Combination, the Company shall either:
(a) submit such Business Combination to its Members Warrants for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the cash upon consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets Combination without a stockholder vote pursuant to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business CombinationAct, it shall file including the filing of tender offer documents with the Securities and Exchange Commission prior to completing Commission; such Business Combination which tender offer documents will contain substantially the same financial and other information about such the initial Business Combination and the redemption rights as is required under Regulation 14A the Commission’s proxy rules and will provide each Public Shareholder of the Exchange Act. If, alternatively, Company with the Company holds a general meeting opportunity prior to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A consummation of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a initial Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of redeem the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem held by such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting Shareholder for or against such proposed Business Combination, a per-Share redemption price payable an amount in cash, cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two (2) business days prior to the consummation of the initial Business Combination, including Combination representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (such which interest shall be net of taxes payable) and not previously released to the Company to pay its taxes), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then issued outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Cxxxx Investments and each of the Company’s directors, officers and director nominees party to the Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shares (such Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price being referred to herein as (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), but divided by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in the event that accordance with the applicable proposed tender offer or proxy materials related to such Business Combination is approved Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and consummated. The the Company shall not redeem Public Shares that would cause the Company’s net tangible assets pay no distributions with respect to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).
50.6 A Member may not withdraw a Redemption Notice once submitted to any other holders of shares of capital stock of the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do connection therewith; in whole or in part).
50.7 In the event that the Company does not consummate effect a Business Combination by 24 twenty-four (24) months from the consummation of the IPO, or such later time as the Members may approve in accordance with the ArticlesInitial Closing Date, the Company shall:
will (ai) cease all operations except for the purpose of winding up;
, (bii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem all of the Public Shares, at a per-Share share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less which interest shall be net of taxes payable and less such net interest in an amount of up to US$$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares in issueShares, which redemption will completely extinguish public Membersthe Public Shareholders’ rights as Members stockholders (including the right to receive further liquidation distributions, if any); and
, subject to applicable law and (ciii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members stockholders and the DirectorsCompany’s board of directors, liquidate dissolve and dissolveliquidate, subject in each case to its the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and other the requirements of Applicable Law.
50.8 In other applicable law; only Public Shareholders holding Common Stock included in the event that Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment is made to the Articles:
(a) to modify its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent all of the outstanding Public Shares if the Company does has not consummate consummated a Business Combination within 24 twenty four (24) months from the consummation of the IPO; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activityInitial Closing Date, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable as further described in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes Amended and excluding Restated Certificate of Incorporation, unless the amount of deferred underwriting discounts held in Company offers the Trust Account) at right to redeem the time of the Company’s signing a definitive agreement Public Shares in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operationssuch amendment.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 1 contract
Business Combination. 50.1 Notwithstanding any other provision of the ArticlesIf, this Article shall apply during the period commencing upon the adoption of the Articles after seeking and terminating upon the first to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail.
50.2 Prior to the consummation of a Business Combinationreceiving such stockholder approval, the Company shall either:
(a) submit elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such Business Combination to its Members for approval; or
(b) provide Members with the opportunity to have redemption. Only Public Stockholders holding shares of Common Stock who properly exercise their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cashredemption rights, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file applicable tender offer documents with the Securities and Exchange Commission prior or proxy materials related to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws of the Exchange Act. IfCompany, alternatively, shall be entitled to receive distributions from the Company holds a general meeting to approve a proposed Trust Account in connection with an initial Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that pay no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right distributions with respect to more than 15 per cent any other holders of the Public Shares in the aggregate without the prior consent shares of the Company and provided further that any beneficial holder capital stock of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Sharestherewith. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated. The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).
50.6 A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).
50.7 In the event that the Company does not consummate effect a Business Combination by 24 eighteen (18) months (or twenty-one (21) months, as applicable) from the consummation closing of the IPO, Offering (or such later time date as has been approved pursuant to a valid amendment to the Members may approve in accordance with the ArticlesCompany’s Amended and Restated Certificate of Incorporation), the Company shall:
will (ai) cease all operations except for the purpose of winding up;
, (bii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public SharesStock, at a per-Share share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, Account (including interest earned on the funds held in the Trust Account and not previously released to the Company (to pay franchise and income taxes, and less taxes payable and up to US$$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares in issueStock, which redemption will completely extinguish public MembersPublic Stockholders’ rights as Members stockholders (including the right to receive further liquidation distributions, if any); and
, subject to applicable law, and (ciii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members stockholders and the DirectorsCompany’s board of directors, liquidate dissolve and dissolveliquidate, subject in each case to its the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and other the requirements of Applicable Law.
50.8 In other applicable law. Only Public Stockholders holding shares of Common Stock included in the event Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment is made to the Articles:
(a) Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent 100% of the outstanding Public Shares Stock if the Company does has not consummate consummated a Business Combination within 24 eighteen (18) months (or twenty-one (21) months, as applicable) from the consummation closing of the IPO; or
(b) Offering or with respect to any other provision material provisions relating to Membersstockholders’ rights or pre-initial Business Combination activity, each holder of Public Shares who is not unless the Sponsor, a Founder, Officer or Director shall be provided with the opportunity Company offers to redeem their the Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operationssuch amendment, as described in the Pricing Prospectus and Prospectus.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 1 contract
Samples: Underwriting Agreement (dMY Technology Group, Inc. VI)
Business Combination. 50.1 (a) Notwithstanding any other provision of the Articles, this Article Section 27 shall apply during until the period commencing upon the adoption of the Articles and terminating upon the first to occur of earliest occurrence of: (A) the consummation of a Business Combination and (B) the full distribution of the Trust Account pursuant to this ArticleSection 27. In the event of a conflict between this Article Section 27 and any other sections of these Articles, the provisions of this Article Section 27 shall prevail.
50.2 (b) Prior to the consummation of a Business Combination, the Company shall either:
(ai) submit such Business Combination to its Members shareholders for approval; or
(bii) provide Members shareholders with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject .
(c) Subject to the completion provisions of the proposed Business Combination to which it relates.
50.3 If Corporations Act, if the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 (d) At a general meeting called for the purposes of approving a Business Combination pursuant to this ArticleSection 27, in the event that such Business Combination is approved by Ordinary Resolutionordinary resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation ofof such Business Combination, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 (e) Any Member holding holders of Public Shares who is not the Sponsor, a Founderfounder, Officer officer or Director director may, at least two business days’ prior to in connection with any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member holder acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public SharesCompany. If so demanded, the Company shall pay any such redeeming Membershareholder, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated. The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”)in connection with its consummation.
50.6 (f) A Member shareholder may not withdraw a Redemption Notice once submitted to following the Company deadline for such Redemption Notice unless the Directors directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).
50.7 (g) In the event that the Company does not consummate a Business Combination by 24 within 42 months from the consummation of the IPO, IPO or such later time earlier date as determined by the Members may approve in accordance with the Articlesdirectors, the Company shall:
(ai) cease all operations except for the purpose of winding up;
(bii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ such shareholder’s rights as Members a shareholder of the Company (including the right to receive further liquidation distributions, if any); and
(ciii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members shareholders and the Directorsdirectors, liquidate and dissolve, subject in each case case, to its obligations under Cayman Islands law the Business Corporations Act to provide for claims of creditors and other the requirements of Applicable Lawapplicable law.
50.8 (h) In the event that any amendment is made to the Articles:
(ai) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 42 months from the consummation of the IPOIPO or such earlier date as determined by the directors; or
(bii) with respect to any other provision relating to Members’ shareholder’s rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founderfounder, Officer officer or Director director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability .
(i) the Company shall provide the holders of Public Shares who is not the Sponsor, a founder, officer or director shall be provided with the opportunity to provide redeem their Public Shares upon the approval of any such redemption amendment at a per-Share price, payable in this Article is subject cash, equal to the Redemption Limitationaggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares.
50.9 (j) A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this ArticleSection. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After (k) Except in connection with the conversion of Class B Common shares into Class A Common shares pursuant to Section 26.4(a) where the holders of such Common Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(ai) receive funds from the Trust Account; or
(bii) vote as a class with Public Shares on a Business Combination.
50.11 Any (l) The independent directors shall approve any transaction or transactions between the Company and any of the following parties:
(ai) any Member shareholder owning an interest in the voting power of the Company that gives such Member shareholder a significant influence over the Company; and
(bii) any Director director or Officer officer and any Affiliate of such Director director or Officer, may only be approved by a majority of the uninterested Independent Directorsofficer.
50.12 (m) A Director director may vote in respect of a Business Combination in which such Director director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director director must disclose such interest or conflict to the other Directorsdirectors.
50.13 (n) As long as the Company’s securities of the Company are listed on the New York Designated Stock Exchange, the Company must complete the Business Combination with one or more Business Combinations having an aggregate operating businesses or assets with a fair market value of equal to at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes working capital purposes, if permitted, and excluding the amount of any deferred underwriting discounts discount held in the Trust Account) at the time of signing the Company’s signing a definitive agreement in connection with a to enter into the Business Combination. A Business Combination must not be effectuated solely with another blank cheque company or a similar company with nominal operations.
50.14 (o) The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founderfounder, a Director director or an Officerofficer. In the event the Company seeks to consummate complete a Business Combination with a target that is Affiliated with the Sponsor, a Founderfounder, a Director director or an Officerofficer, the Company, or a committee of Independent Directorsindependent directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.. Full name and signature of each Director Date of Signing ___________________________________ XXXXXXXX XXX ___________________________________ XXXXXXX XXXXXXXX ___________________________________ XXXX XXXXX ___________________________________ XXXXX XXXXX Number: [__] (the “Company”)
PART 1 Interpretation 1 PART 2 SHARES AND SHARE CERTIFICATES 2 PART 3 ISSUE OF SHARES 4
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. III)
Business Combination. 50.1 Notwithstanding any other provision of The Company may consummate the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a initial Business Combination and the full distribution conduct redemptions of the Trust Account pursuant to this Article. In the event of a conflict between this Article Common Stock and any other Articles, the provisions of this Article shall prevail.
50.2 Prior to the consummation of a Business Combination, the Company shall either:
(a) submit such Business Combination to its Members Warrants for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the cash upon consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets Combination without a stockholder vote pursuant to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business CombinationAct, it shall file including the filing of tender offer documents with the Securities and Exchange Commission prior to completing Commission; such Business Combination which tender offer documents will contain substantially the same financial and other information about such the initial Business Combination and the redemption rights as is required under Regulation 14A the Commission’s proxy rules and will provide each Public Shareholder of the Exchange Act. If, alternatively, Company with the Company holds a general meeting opportunity prior to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A consummation of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a initial Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of redeem the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem held by such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting Shareholder for or against such proposed Business Combination, a per-Share redemption price payable an amount in cash, cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two (2) business days prior to the consummation of the initial Business Combination, including Combination representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (such which interest shall be net of taxes payable) and not previously released to the Company to pay its taxes), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then issued outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Cxxxx Investments and each of the Company’s directors, officers and director nominees party to the Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shares (such Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price being referred to herein as (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), but divided by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in the event that accordance with the applicable proposed tender offer or proxy materials related to such Business Combination is approved Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and consummated. The the Company shall not redeem Public Shares that would cause the Company’s net tangible assets pay no distributions with respect to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).
50.6 A Member may not withdraw a Redemption Notice once submitted to any other holders of shares of capital stock of the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do connection therewith; in whole or in part).
50.7 In the event that the Company does not consummate effect a Business Combination by 24 twenty-four (24) months from the consummation of the IPO, or such later time as the Members may approve in accordance with the ArticlesInitial Closing Date, the Company shall:
will (ai) cease all operations except for the purpose of winding up;
, (bii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem all of the Public Shares, at a per-Share share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less which interest shall be net of taxes payable and less such net interest in an amount of up to US$$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares in issueShares, which redemption will completely extinguish public Membersthe Public Shareholders’ rights as Members stockholders (including the right to receive further liquidation distributions, if any); and
, subject to applicable law and (ciii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members stockholders and the DirectorsCompany’s board of directors, liquidate dissolve and dissolveliquidate, subject in each case to its the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and other the requirements of Applicable Law.
50.8 In other applicable law; only Public Shareholders holding Common Stock included in the event that Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment is made to the Articles:
(a) to modify its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent all of the outstanding Public Shares if the Company does has not consummate consummated a Business Combination within 24 twenty four (24) months from the consummation of the IPO; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activityInitial Closing Date, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable as further described in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes Amended and excluding Restated Certificate of Incorporation, unless the amount of deferred underwriting discounts held in Company offers the Trust Account) at right to redeem the time of the Company’s signing a definitive agreement Public Shares in connection with a Business Combinationsuch amendment. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operations(nn) Reserved.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 1 contract
Business Combination. 50.1 Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. (a) In the event of any Business Combination, in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, (i) each Warrant will, immediately after such Business Combination, remain outstanding and thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then issuable upon exercise of this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such Business Combination to which the Holder would have been entitled upon such Business Combination if the Holder had exercised this Warrant in full immediately prior to the time of such Business Combination and acquired the applicable number of Warrant Shares then issuable hereunder as a conflict between result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Article Warrant) and any other Articles(ii) in such case, appropriate adjustment (in form and substance satisfactory to the Holder) will be made with respect to the Holder’s rights under this Warrant to ensure that the provisions of this Article shall prevail.
50.2 Prior Section 4 are thereafter applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. The provisions of this Section 4.4(a) will similarly apply to successive Business Combinations. The Company will not effect any Business Combination described in this Section 4.4(a) unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such Business Combination, will assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of a stock, securities or assets that, in accordance with this Section 4, the Holder will be entitled to receive upon exercise of this Warrant.
(b) Notwithstanding anything to the contrary contained herein, with respect to any Business Combination, the Company shall either:
(a) submit such Business Combination Holder will have the right to its Members for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days elect prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject give effect to the completion exercise rights contained in Section 2 instead of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant giving effect to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be provisions contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right Section 4.4 with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated. The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”)this Warrant.
50.6 A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).
50.7 In the event that the Company does not consummate a Business Combination by 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:
(a) cease all operations except for the purpose of winding up;
(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
50.8 In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 months from the consummation of the IPO; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operations.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 1 contract
Samples: Warrant Agreement (Avantor, Inc.)
Business Combination. 50.1 Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the event of any Business Combination, (i) this Warrant will, immediately after such Business Combination, remain outstanding and thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person (including cash) resulting from such Business Combination to which the Holder would have been entitled upon such Business Combination if the Holder had exercised this Warrant in full immediately prior to the time of such Business Combination and acquired the applicable number of Warrant Shares then issuable hereunder as a conflict between result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Article Warrant) and any other Articles(ii) in such case, appropriate adjustment (in form and substance satisfactory to the Holder) will be made with respect to the Holder’s rights under this Warrant to ensure that the provisions of this Article shall prevail.
50.2 Prior Section 4 are thereafter applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. The Company will not effect any Business Combination described in this Section 4.2 unless either, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such Business Combination, will assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of a stock, securities or assets that, in accordance with this Section 4, the Holder will be entitled to receive upon exercise of this Warrant, or upon consummation thereof, the Holder will be entitled to receive the same kind and number of shares of stock or other securities or assets (including cash) resulting from such Business Combination as the Holder would have been entitled upon such the Business Combination if the Holder had exercised this Warrant in full immediately prior to the time of such Business Combination and acquired the applicable number of Warrant Shares then issuable hereunder (assuming exercise pursuant to Section 2.1(b)). Notwithstanding anything to the contrary contained herein, with respect to any Business Combination, the Company shall either:
(a) submit such Business Combination Holder will have the right to its Members for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days elect prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject give effect to the completion exercise rights contained in Section 2 instead of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant giving effect to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be provisions contained in the agreement relating to, such Business Combination.
50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right Section 4.2 with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated. The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”)this Warrant.
50.6 A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).
50.7 In the event that the Company does not consummate a Business Combination by 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:
(a) cease all operations except for the purpose of winding up;
(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
50.8 In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 months from the consummation of the IPO; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operations.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
Appears in 1 contract
Samples: Warrant Agreement (Meredith Corp)
Business Combination. 50.1 Notwithstanding any other provision of The Company may consummate the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a initial Business Combination and the full distribution conduct redemptions of the Trust Account pursuant to this Article. In the event of a conflict between this Article Common Stock and any other Articles, the provisions of this Article shall prevail.
50.2 Prior to the consummation of a Business Combination, the Company shall either:
(a) submit such Business Combination to its Members Warrants for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the cash upon consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets Combination without a stockholder vote pursuant to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.
50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business CombinationAct, it shall file including the filing of tender offer documents with the Securities and Exchange Commission prior to completing Commission; such Business Combination which tender offer documents will contain substantially the same financial and other information about such the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company Commission’s proxy rules and will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
50.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.
50.5 Any Member holding provide each Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent Shareholder of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself with the opportunity prior to the Company in connection with any redemption election in order consummation of the initial Business Combination to validly redeem the Common Stock held by such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting Shareholder for or against such proposed Business Combination, a per-Share redemption price payable an amount in cash, cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to representing (x) the consummation net proceeds held in the Trust Account from the Offering and the sale of the Business Combination, including Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (such which interest shall be net of taxes payable) and not previously released to the Company to pay its taxes), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then issued outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments, Xxxxxxxxxx, Xxxxxxxxx and each of the Company’s directors, officers and director nominees party to an Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shares (such Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price being referred to herein as (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), but dived by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in the event that accordance with the applicable proposed tender offer or proxy materials related to such Business Combination is approved Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and consummated. The the Company shall not redeem Public Shares that would cause the Company’s net tangible assets pay no distributions with respect to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).
50.6 A Member may not withdraw a Redemption Notice once submitted to any other holders of shares of capital stock of the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do connection therewith; in whole or in part).
50.7 In the event that the Company does not consummate effect a Business Combination by 24 fifteen (15) months from the consummation Initial Closing Date (or eighteen (18) months from the Initial Closing Date, provided that the Sponsor (or its designees) must deposit into the Trust Account funds equal to one percent (1%) of the IPOgross proceeds of the Offering (including such proceeds from the exercise of the Over-Allotment Option, or such later time as the Members may approve if exercised) in accordance with the Articlesexchange for a non-interest bearing, unsecured promissory note), the Company shall:
will (ai) cease all operations except for the purpose of winding up;
, (bii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-Share share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less which interest shall be net of taxes payable and less such net interest in an amount of up to US$$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares in issueShares, which redemption will completely extinguish public Membersthe Public Shareholders’ rights as Members stockholders (including the right to receive further liquidation distributions, if any); and
, subject to applicable law, and (ciii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members stockholders and the DirectorsCompany’s board of directors, liquidate dissolve and dissolveliquidate, subject in each case to its the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and other the requirements of Applicable Law.
50.8 In other applicable law; only Public Shareholders holding Common Stock included in the event that Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment is made to the Articles:
(a) to modify its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent 100% of the outstanding Public Shares if the Company does has not consummate consummated a Business Combination within 24 fifteen (15) months from the consummation closing of the IPO; or
Offering (bor eighteen (18) with respect to any other provision relating to Members’ rights months from the closing of the Offering, provided that the Sponsor (or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on its designees) must deposit in the Trust Account, including interest earned on the funds held in into the Trust Account and not previously released funds equal to one percent (1%) of the Company to pay its taxes, divided by gross proceeds of the number of then outstanding Public Shares. The Company’s ability to provide Offering (including such redemption in this Article is subject to the Redemption Limitation.
50.9 A holder of Public Shares shall be entitled to receive distributions proceeds from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution exercise of the Trust Account pursuant to this Article. In no other circumstance shall Over-Allotment Option, if exercised) in exchange for a holder of Public Shares have any right or non-interest of any kind bearing, unsecured promissory note)), as further described in the Trust Account.
50.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
50.11 Any transaction or transactions between the Company and any of the following parties:
(a) any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any Director or Officer and any Affiliate of such Director or Officer, may only be approved by a majority of the uninterested Independent Directors.
50.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
50.13 As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes Amended and excluding Restated Certificate of Incorporation, unless the amount of deferred underwriting discounts held in Company offers the Trust Account) at right to redeem the time of the Company’s signing a definitive agreement Public Shares in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operationssuch amendment.
50.14 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
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