De-SPAC Transaction Clause Samples

De-SPAC Transaction. The Agent shall have received satisfactory evidence that the De-SPAC Transaction shall have been consummated in accordance with the De-SPAC Combination Agreement without any amendments, waivers or consents thereto that are adverse to the interests of the Lenders or the Agent in any material respect without the prior written consent of the Lenders and the Agent. The Agent shall have received fully executed copies of the De-SPAC Combination Agreement and all transaction documents related thereto, which shall be in form and substance satisfactory to the Agent.
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De-SPAC Transaction. For the purpose of this Warrant, “de-SPAC Transaction” means a transaction or series of transactions between the Company and a special purpose acquisition company (the “SPAC Vehicle”) concerning the sale of all of the business and assets of the Company by way of merger of a wholly-owned subsidiary of the SPAC Vehicle with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of the SPAC Vehicle (such merger being the “First Merger”) and, immediately following the First Merger, the merger of the Company, as the surviving entity of the First Merger, with and into another wholly-owned subsidiary of the SPAC Vehicle “Merger Sub 2”) (such merger being the “Second Merger”), with Merger Sub 2 being the surviving entity and as a result of which:
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De-SPAC Transaction. In the event the Company consummates a de-SPAC Transaction, it will cause the SPAC to provide comparable obligations of the Company under this Agreement, except as otherwise agreed by (x) the holders of a majority of the Class A Preferred Stock, (y) the holders of a majority of the Class C Preferred Stock and (z) the holders of a majority of the Class D Preferred Stock.
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Related to De-SPAC Transaction

  • Basic Transaction On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell to the Buyer, all of its Company Shares for the consideration specified below in this Section 2.

  • Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.