Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares 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 Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 12 contracts
Samples: Underwriting Agreement (Twelve Seas Investment Co. II), Underwriting Agreement (Hudson Executive Investment Corp. III), Underwriting Agreement (Twelve Seas Investment Co. II)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest (which shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $1,000,000 and/or to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares 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 Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, (which shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $1,000,000 and/or to pay taxes), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $1,000,000 and/or to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 10 contracts
Samples: Underwriting Agreement (Churchill Capital Corp VI), Underwriting Agreement (Churchill Capital Corp VII), Underwriting Agreement (Churchill Capital Corp VII)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial Initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock Common Stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 8 contracts
Samples: Underwriting Agreement (Sandbridge X2 Corp), Underwriting Agreement (Sandbridge X2 Corp), Underwriting Agreement (Pine Island Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Class A Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest (which shall be net of amounts withdrawn to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Class A Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, (which shall be net of amounts withdrawn to pay taxes), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of equity interests in the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve wind up and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included in the Securities 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 equity interests of the Company. The Company will not propose any amendment to the Amended and Restated Certificate of Incorporation Charter to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 8 contracts
Samples: Underwriting Agreement (Apollo Strategic Growth Capital III), Underwriting Agreement (Apollo Strategic Growth Capital II), Underwriting Agreement (Apollo Strategic Growth Capital II)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest not previously released to the Company (net of taxes payable), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (Pivotal Investment Corp III), Underwriting Agreement (Northern Star Investment Corp. II), Underwriting Agreement (Pivotal Investment Corp III)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Class A Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) 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 (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 twenty (20) Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Class A Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (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 proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial Initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 5 contracts
Samples: Underwriting Agreement (Investcorp India Acquisition Corp), Underwriting Agreement (Investcorp India Acquisition Corp), Underwriting Agreement (Investcorp Europe Acquisition Corp I)
Initial Business Combination/Distribution Procedure. The Company Company, subject to any applicable provision of its amended and restated certificate of incorporation, may consummate the Initial initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation of such Initial initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial initial Business Combination to redeem the shares of Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account (net of taxes payable), divided by (B) the total number of shares of Common Stock sold as part of the Units in the Offering (the “Public Shares Shares”) then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or applicable stock exchange listing requirement in connection with the Initial initial Business Combination, Combination or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Initial initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the initial Business Combination Vote, the Sponsor and holders of the Company’s initial stockholders, executive officers and directors Founders’ Shares have agreed to vote all of their Founder the Founders’ Shares and Public Shares to vote 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 initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account, net of taxes payable, divided by (II) the total number of Public Shares then outstanding. The If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Initial initial Business Combination only if a majority of the outstanding shares voted by stockholders are voted to approve such Initial initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who validly and affirmatively requested such redemption. Only Public Stockholders holding shares of Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial initial Business Combination, and the Company shall pay no distributions with respect to any other holders or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial initial Business Combination within by 24 months from the time period set forth in closing of the Amended Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s amended and Restated Certificate restated certificate of Incorporationincorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be but net of amounts withdrawn to pay taxes payable (and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 5 contracts
Samples: Underwriting Agreement (Capitol Investment Corp. VI), Underwriting Agreement (Capitol Investment Corp. VI), Underwriting Agreement (Capitol Investment Corp. VII)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Altimeter Growth Corp.), Underwriting Agreement (Altimeter Growth Corp.), Underwriting Agreement (Altimeter Growth Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Units and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Units and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes and (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the allow redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock Common Stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Clean Earth Acquisitions Corp.), Underwriting Agreement (Clean Earth Acquisitions Corp.), Underwriting Agreement (Clean Earth Acquisitions Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and 13e-4and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest not previously released to the Company (net of taxes payable), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Northern Star Investment Corp. III), Underwriting Agreement (Northern Star Investment Corp. IV), Underwriting Agreement (Northern Star Investment Corp. III)
Initial Business Combination/Distribution Procedure. The Company Company, subject to any applicable provision of the Company’s Amended and Restated Certificate of Incorporation, may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Units and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Units and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of IncorporationIncorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Athena Technology Acquisition Corp. II), Underwriting Agreement (Athena Technology Acquisition Corp. II), Underwriting Agreement (Athena Consumer Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, Combination or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (the “Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of equity interests in the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, the Company will (i) cease all operations except for the purpose of winding up, ; (ii) as promptly as reasonably possible but not more than ten (10) 10 Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn Account and not previously released to the Company to pay taxes and taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, ; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities shall be entitled to receive such redemption amounts amounts, and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock equity interests of the Company. The Company will not propose any amendment to the Amended and Restated Certificate of Incorporation Charter to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (DHC Acquisition Corp.), Underwriting Agreement (Kernel Group Holdings, Inc.), Underwriting Agreement (Kernel Group Holdings, Inc.)
Initial Business Combination/Distribution Procedure. The Company Company, subject to any applicable provision of the Company’s Amended and Restated Memorandum and Articles of Association, may consummate the Initial Business Combination and conduct redemptions of Common Stock the Class A Ordinary Shares included as part of the Securities for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Ordinary Shares included as part of the Securities held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares Class A Ordinary Shares included as part of Common Stock the Securities the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included as part of the Securities who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes and (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the allow redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial Initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders Public Shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares included as part of the Securities upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Inflection Point Acquisition Corp.), Underwriting Agreement (Inflection Point Acquisition Corp.), Underwriting Agreement (Inflection Point Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company Company, subject to any applicable provision of the Company’s amended and restated memorandum and articles of association, may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock ordinary shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (APx Acquisition Corp. I), Underwriting Agreement (APx Acquisition Corp. I), Underwriting Agreement (Valor Latitude Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of equity interests in the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn Account and not previously released to the Company to pay taxes and taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 equity interests of the Company. The Company will not propose any amendment to the Amended and Restated Certificate of Incorporation Charter to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Bullpen Parlay Acquisition Co), Underwriting Agreement (Bullpen Parlay Acquisition Co), Underwriting Agreement (Bullpen Parlay Acquisition Co)
Initial Business Combination/Distribution Procedure. The Company Company, subject to any applicable provision of the Company’s amended and restated memorandum and articles of association, may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (the “Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers officers, director nominees and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business CombinationCombination (or as otherwise required by applicable law). If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Registration Statement, the Statutory Prospectus and Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Compass Digital Acquisition Corp.), Underwriting Agreement (Compass Digital Acquisition Corp.), Underwriting Agreement (Compass Digital Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s income taxes, if any, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s income taxes, if any, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and the Company’s income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of Public Shares then outstanding Public Sharesoutstanding, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption holders of the Company’s Public Shares the right to have their Public Shares redeemed in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does the Company has not complete its initial business combination consummated an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation or (B) with respect to any other provision relating to the rights of holders of the Public Shares, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (New Vista Acquisition Corp), Underwriting Agreement (New Vista Acquisition Corp), Underwriting Agreement (New Vista Acquisition Corp)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Class A Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) 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 (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 twenty (20) Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares, the Private Placement Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Class A Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (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 proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to the Company to pay taxes and its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each the case of clauses (ii) and (iii) to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial Initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Alpha Partners Technology Merger Corp.), Underwriting Agreement (Alpha Partners Technology Merger Corp.), Underwriting Agreement (Alpha Partners Technology Merger Corp.)
Initial Business Combination/Distribution Procedure. The Company Company, subject to any applicable provision of the Company’s amended and restated memorandum and articles of association, may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock ordinary shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Cedarlake Acquisition Corp.), Underwriting Agreement (Alpha Capital Acquisition Co), Underwriting Agreement (Alpha Capital Acquisition Co)
Initial Business Combination/Distribution Procedure. The Company may consummate complete the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation completion of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation completion of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder for an amount of cash shareholder, at a per-share price, payable in cash, equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation completion of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering offering of the Securities and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account not previously released to pay income taxes, divided by (B) the total number of Ordinary Shares sold as part of the Units in the offering of Securities (the “Public Shares Shares”) then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, If a stockholder shareholder vote is required by applicable law or stock exchange listing requirement in connection with the Initial Business Combination, Combination or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Initial Business Combination Vote, the Sponsor and holders of the Company’s initial stockholders, executive officers and directors Founder Shares have agreed to vote all of their the Founder Shares and Public to vote any other Ordinary Shares purchased during or after the Offering in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per per-share redemption price (the “Redemption Price”) equal to (Ii) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation completion of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering offering of the Securities and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account not previously released to pay income taxes, divided by (IIii) the total number of Public Shares then outstanding. The If the Company seeks shareholder approval of the Initial Business Combination, the Company may proceed with such Initial Business Combination only if a majority of the outstanding shares voted by shareholders are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholder who validly and affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within 15 months from the time period set forth closing of the Offering (or 18 months from the closing of this Offering, if the Company has executed a letter of intent, agreement in principle or definitive agreement for its initial Business Combination within 15 months from the Amended closing of the Offering but has not completed its initial Business Combination within such 15-month period) or such later date as has been approved pursuant to a valid amendment to the Company’s amended and Restated Certificate restated memorandum and articles of Incorporationassociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and income taxes, if any (less up to $100,000 of interest to pay winding up and dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve wind up and liquidate, subject in each the case of clauses (ii) and (iii) to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 Sponsor and the Company’s executive officers, directors and director nominees will not propose any amendment to the Amended Company’s amended and Restated Certificate restated memorandum and articles of Incorporation association to modify the substance or timing of the Company’s obligation to provide for the redemption holders of the Public Ordinary Shares the right to have their shares redeemed in connection with an the Initial Business Combination or to redeem 100% of its the Public Shares if it the Company does not complete the Initial Business Combination within 15 months from the closing of this Offering (or 18 months from the closing of this Offering, if the Company has executed a letter of intent, agreement in principle or definitive agreement for its initial business combination Business Combination within 15 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering but has not completed its initial Business Combination within such 15-month period), unless it the Company provides its public stockholders Public Shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Emerging Markets Horizon Corp.), Underwriting Agreement (Emerging Markets Horizon Corp.), Underwriting Agreement (Emerging Markets Horizon Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of equity interests in the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, Account (including any interest (which shall be net of amounts withdrawn not previously released to the Company to pay taxes income taxes, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 equity interests of the Company. The Company Company, the Sponsor and the Company’s executive officers and directors have agreed that they will not propose any amendment to the Amended and Restated Certificate of Incorporation Charter (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate Charter or (B) with respect to any other provision relating to the rights of Incorporationholders of the Public Shares, unless it the Company provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (LTV Capital Partners I), Underwriting Agreement (Deep Lake Capital Acquisition Corp.), Underwriting Agreement (Thoma Bravo Advantage)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes and (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the allow redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial Initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock Common Stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Brimstone Acquisition Holdings Corp.), Underwriting Agreement (Senior Connect Acquisition Corp. I), Underwriting Agreement (Senior Connect Acquisition Corp. I)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Class A Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Units and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s taxes, if any, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (the “Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 ten (10) days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Class A Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Units and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s income taxes, if any, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and the Company’s income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of Public Shares then outstanding Public Sharesoutstanding, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law the United States to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the its Public Shares in connection with an its Initial Business Combination or to redeem 100% of its Public Shares if it does the Company has not complete its initial business combination consummated an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation or (B) with respect to any other provision relating to the rights of holders of the Public Shares or pre-Initial Business Combination activity, unless it provides its public stockholders Public Shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (SilverBox Corp IV), Underwriting Agreement (SilverBox Corp IV), Underwriting Agreement (SilverBox Corp IV)
Initial Business Combination/Distribution Procedure. The Company Company, subject to any applicable provision of the Company’s Amended and Restated Memorandum and Articles of Association, may consummate the Initial Business Combination and conduct redemptions of Common Stock the Class A Ordinary Shares included as part of the Securities for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Ordinary Shares included as part of the Securities held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares Class A Ordinary Shares included as part of Common Stock the Securities the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included as part of the Securities who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes and (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the allow redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial Initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders Public Shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares included as part of the Securities upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (ONS Acquisition Corp.), Underwriting Agreement (ONS Acquisition Corp.), Underwriting Agreement (ONS Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide allow for the redemption redemptions of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock Common Stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Tech & Energy Transition Corp), Underwriting Agreement (Tech & Energy Transition Corp), Underwriting Agreement (Tech & Energy Transition Corp)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn Account and not previously released to the Company to pay taxes and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock ordinary shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (ArcLight Clean Transition Corp.), Underwriting Agreement (ArcLight Clean Transition Corp.), Underwriting Agreement (ArcLight Clean Transition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Class A Common Stock held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and a portion of the sale of the Private Placement Warrants Units and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to pay taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Class A Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and a portion of the sale of the Private Placement Warrants Units and (2) any interestinterest income earned on the funds held in the Trust Account not previously released to pay taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock included in the Securities 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 share capital stock of the Company. The Company will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders Public Shareholders with the opportunity to redeem their shares of Class A common stock Common Stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Glenfarne Merger Corp.), Underwriting Agreement (Glenfarne Merger Corp.), Underwriting Agreement (Glenfarne Merger Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Class A Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) 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 (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 twenty (20) Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Class A Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (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 proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial Initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Itiquira Acquisition Corp.), Underwriting Agreement (Itiquira Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of equity interests in the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, Account (including any interest (which shall be net of amounts withdrawn not previously released to the Company to pay taxes income taxes, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 equity interests of the Company. The Company will not propose any amendment to the Amended and Restated Certificate of Incorporation Charter to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Yucaipa Acquisition Corp), Underwriting Agreement (Yucaipa Acquisition Corp)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders Public Stockholders with the opportunity to redeem their shares of Class A common stock Common Stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (McLaren Technology Acquisition Corp.), Underwriting Agreement (McLaren Technology Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Units and (y) any interestinterest (which shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares 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 Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Units and (2) any interest, (which shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Athena Technology Acquisition Corp.), Underwriting Agreement (Athena Technology Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and a portion of the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to pay taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and a portion of the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account not previously released to pay taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders Public Shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (TLGY Acquisition Corp), Underwriting Agreement (TLGY Acquisition Corp)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes if any (less up to $100,000 of interest to pay dissolution expenses), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Healthcare AI Acquisition Corp.), Underwriting Agreement (Healthcare AI Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) 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 (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 twenty (20) Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 ten (10) days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (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 proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, ; (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn Account and not previously released to the Company to pay taxes and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, ; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock ordinary shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (ArcLight Clean Transition Corp. II), Underwriting Agreement (ArcLight Clean Transition Corp. II)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares, Private Placement Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock securities of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable lawlaws. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities Shares 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Dragoneer Growth Opportunities Corp. II), Underwriting Agreement (Dragoneer Growth Opportunities Corp. II)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock the Class A Ordinary Shares included as part of the Securities for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Ordinary Shares included as part of the Securities held by such stockholder shareholder for an amount of 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 representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by (B) the total number of Public Shares then issued and outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 twenty (20) Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Class A Ordinary Shares included as part of the Securities the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) 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 representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by (II) the total number of Public Shares then issued and outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included as part of the Securities who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to the Company to pay taxes and its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each the case of clauses (ii) and (iii) to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial Initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders Public Shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares included as part of the Securities upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Ahren Acquisition Corp.), Underwriting Agreement (Ahren Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior Prior to the consummation of the Initial Business Combination, the Company will submit such transaction to the Company’s stockholders for their approval (an “Initial Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and in the event that the Company does not effect an Initial Business Combination within 24 months from the Effective Date, the Company will notify the Delaware Secretary of State in writing that its corporate existence is ceasing as of [ ], 2009 and include with such notice payment of any franchise taxes then due to redeem or assessable by the Common Stock held State of Delaware and the Company will be liquidated and will distribute to all holders of the Securities, an aggregate sum equal to the Company’s “Liquidation Value.” The Company’s “Liquidation Value” shall mean the greater of (i) the Company’s book value, as determined by such stockholder for an the Company and approved by the independent registered public accounting firm then engaged by the Company, or (ii) the amount of cash equal to (A) the aggregate amount then on deposit funds in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (xincluding (a) the proceeds held in the Trust Account from the this Offering and the sale of the Private Placement Sponsors’ Warrants (b) the amount held in the Trust Account representing the Deferred Discount and (yc) any interestinterest income earned on the funds held in the Trust Account, divided by (B) the total number net of Public Shares then outstanding. In the event taxes payable, that are not released to the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, cover its operating expenses in accordance with Rule 14e-1(a) under Section 5(t)), less any claims payable to third parties which are not covered by the Exchange Act, Ein Indemnity. Only holders of Securities shall be entitled to receive liquidating distributions and the Company will not be permitted shall pay no liquidating distributions with respect to complete the Initial Business Combination until the expiration any other shares of capital stock of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be takenWarrants. With respect to the Initial Business Combination Vote, the Sponsor and Company shall cause the Company’s initial stockholders, executive officers and directors have agreed Founders to vote all their Founders’ Common Stock in accordance with a majority of their Founder Shares the shares of Common Stock voted by the Public Stockholders and Public Shares to vote any other shares of Common Stock held by them, whenever and however acquired, in favor of the Company’s initial Initial Business Combination. If At the time the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each holder of Securities (the “Public Stockholder holding Stockholders”) the right to convert their shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption conversion price (the “Redemption Conversion Price”) equal to (I) the aggregate amount then on deposit in the Trust Account ), calculated as of two Business Days prior to the consummation of the such proposed Initial Business Combination representing Combination, equal to (1A) the amount in the Trust Account, inclusive of (x) the proceeds held in the Trust Account from the this Offering and the sale of the Private Placement Sponsors’ Warrants held in trust, (y) the amount held in the Trust Account representing the Deferred Discount and (2z) any interestinterest income earned on the funds held in the Trust Account, net of taxes payable, that are not released to the Company to cover its operating expenses in accordance with Section 5(t), divided by (IIB) the total number of Public Shares then outstandingSecurities. The Company may proceed with such Initial Business Combination only if If a majority of the shares voted by the holders of Securities are voted to approve the Initial Business Combination, and if holders of less than 30% of the Securities vote against such approval of the Initial Business Combination and elect to convert their Securities, the Company will proceed with such Initial Business Combination. If, after seeking and receiving such stockholder approval, If the Company elects to so proceedproceeds with the Initial Business Combination, it will redeem convert shares, at based upon the Redemption Conversion Price, from those Public Stockholders holders of Securities who affirmatively requested such redemptionconversion and who voted against the Initial Business Combination. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with the approval of an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 If holders of 30% or more of the Securities vote against approval of a potential Initial Business Combination and elect to convert their Securities, the Company will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection proceed with an such Initial Business Combination or to redeem 100% of its Public Shares if it does and will not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any convert such amendment, as described in the Statutory Prospectus and Prospectusshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Capitol Acquisition Corp), Underwriting Agreement (Capitol Acquisition Corp)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Class A Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) 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 (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 twenty (20) Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Class A Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (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 proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial Initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Crescera Capital Acquisition Corp.), Underwriting Agreement (Crescera Capital Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Class A Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) 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 (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 twenty (20) Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Class A Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (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 proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to the Company to pay taxes and its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each the case of clauses (ii) and (iii) to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial Initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Metals Acquisition Corp), Underwriting Agreement (Metals Acquisition Corp)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (2) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of equity interests in the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, Account (including any interest (which shall be net of amounts withdrawn not previously released to the Company to pay taxes income taxes, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 equity interests of the Company. The Company Company, the Sponsor and the Company’s executive officers and directors have agreed that they will not propose any amendment to the Amended and Restated Certificate of Incorporation Charter (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate Charter or (B) with respect to any other provision relating to the rights of Incorporationholders of the Public Shares, unless it the Company provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Thoma Bravo Advantage), Underwriting Agreement (Thoma Bravo Advantage)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior Prior to the consummation of the Initial Business Combination, the Company will submit such transaction to the Company’s stockholders for their approval (an “Initial Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and in the event that the Company does not effect an Initial Business Combination within 24 months from the consummation of this Offering, the Company will notify the Delaware Secretary of State in writing that its corporate existence is ceasing as of, 2009 and include with such notice payment of any franchise taxes then due to redeem or assessable by the State of Delaware and the Company will be liquidated and will distribute to all holders of the Common Stock held issued as part of the Units in this Offering (the “IPO Shares”), an aggregate sum equal to the Company’s “Liquidation Value”. The Company’s “Liquidation Value” shall mean the greater of (i) the Company’s book value, as determined by such stockholder for an the Company and approved by the independent registered public accounting firm then engaged by the Company, or (ii) the amount of cash equal to (A) the aggregate amount then on deposit funds in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (xincluding (a) the proceeds held in the Trust Account from the this Offering and the sale of the Private Placement Warrants Additional Founder’s Warrants, (b) the amount held in the Trust Account representing the Deferred Discount and (yc) any interestinterest income earned on the funds held in the Trust Account, divided by (B) the total number net of Public Shares then outstanding. In the event taxes payable, that are not released to the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, cover its operating expenses in accordance with Rule 14e-1(a) under the Exchange Act, Section 40). Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company will not be permitted shall pay no liquidating distributions with respect to complete the Initial Business Combination until the expiration any other shares of capital stock of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be takenWarrants. With respect to the Initial Business Combination Vote, the Sponsor Company shall cause Steel Partners II, L.P. and the Company’s initial stockholders, executive officers and directors have agreed Founders to vote all their Founder’s Shares, if any, in accordance with a majority of their Founder Shares the shares of Common Stock voted by the Public Stockholders (as defined below) and Public Shares to vote any other shares of Common Stock held by them, whenever and however acquired, in favor of the Company’s initial Initial Business Combination. If At the time the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each holder of IPO Shares (the “Public Stockholder holding Stockholders”) the right to convert their shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption conversion price (the “Redemption Conversion Price”) equal to (I) the aggregate amount then on deposit in the Trust Account ), calculated as of two Business Days business days prior to the consummation of the such proposed Initial Business Combination representing Combination, equal to (1A) the amount in the Trust Account, inclusive of (x) the proceeds from this Offering and the Additional Founder’s Warrants held in trust, (y) the amount held in the Trust Account from representing the Offering and the sale of the Private Placement Warrants Deferred Discount and (2z) any interestinterest income earned on the funds held in the Trust Account, net of taxes payable, that are not released to the Company to cover its operating expenses in accordance with Section 4(t), divided by (IIB) the total number of Public Shares then outstandingIPO Shares. The Company may proceed with such Initial Business Combination only if If a majority of the shares voted by the holders of IPO Shares are voted to approve the Initial Business Combination, and if holders of less than 30% of the IPO Shares (minus one share) vote against such approval of the Initial Business Combination and elect to convert their IPO Shares, the Company will proceed with such Initial Business Combination. If, after seeking and receiving such stockholder approval, If the Company elects to so proceedproceeds with the Initial Business Combination, it will redeem convert shares, at based upon the Redemption Conversion Price, from those Public Stockholders holders of IPO Shares who affirmatively requested such redemptionconversion and who voted against the Initial Business Combination. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with the approval of an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 If holders of 30% or more of the IPO Shares vote against approval of a potential Initial Business Combination and elect to convert their IPO Shares, the Company will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection proceed with an such Initial Business Combination or to redeem 100% of its Public Shares if it does and will not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any convert such amendment, as described in the Statutory Prospectus and Prospectusshares.
Appears in 2 contracts
Samples: Underwriting Agreement (SP Acquisition Holdings, Inc.), Underwriting Agreement (SP Acquisition Holdings, Inc.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay [income] taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the Company’s shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock included in the Securities Ordinary Shares 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Altimeter Growth Corp. 2), Underwriting Agreement (Altimeter Growth Corp. 2)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s income taxes, if any, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s income taxes, if any, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and the Company’s income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of Public Shares then outstanding Public Sharesoutstanding, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve dissolve, wind up and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 share capital stock of the Company. The Company will not propose any amendment to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption holders of the Company’s Public Shares the right to have their Public Shares redeemed in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does the Company has not complete its initial business combination consummated an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation or (B) with respect to any other provision relating to the rights of holders of the Public Shares, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Two), Underwriting Agreement (Two)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares the Founder’s Common Stock and Public Shares to vote any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the The Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account, net of income and other taxes payable, that are not released to the Company to cover its operating expenses in accordance with Section 5(s), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted by the Public Stockholders are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination by twenty-one (21) months from the closing of this Offering (or twenty-four (24) months from the closing of this Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within twenty-one months from the time period set forth in closing of this Offering but has not completed the Amended and Restated Certificate of IncorporationInitial Business Combination within such twenty-one-month period), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be but net of amounts withdrawn to pay franchise and other taxes and up to $100,000 of interest to pay dissolution expenses)payable, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Capitol Acquisition Corp. II), Underwriting Agreement (Capitol Acquisition Corp. II)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Shares for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Shares held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Units and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common Stock Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Units and (2) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of in the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn Account and not previously released to the Company to pay taxes and taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock Shares included in the Securities 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 to the Amended and Restated Certificate of Incorporation Charter to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock Common Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (ShoulderUP Technology Acquisition Corp.), Underwriting Agreement (ShoulderUP Technology Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest (which shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $250,000 and/or to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares 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 Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, (which shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $250,000 and/or to pay taxes), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $250,000 and/or to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Churchill Capital Corp II), Underwriting Agreement (Churchill Capital Corp II)
Initial Business Combination/Distribution Procedure. The Company Company, subject to any applicable provision of Amended and Restated Memorandum and Articles of Association, may consummate the Initial Business Combination and conduct redemptions of Common Stock Class A Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s 's proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) 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 (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s 's offer to redeem will remain open for at least 20 twenty (20) Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders 's shareholders for their approval (“"Business Combination Vote”"). The company will Company intends to give not less than 10 ten (10) days nor more than 60 sixty (60) days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s 's initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial 's Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Class A Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (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 proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by (II) the total number of Public Shares then outstanding. The If the Company seeks shareholder approval of the Initial Business Combination, the Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who validly and affirmatively requested (and did not validly withdraw) such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ Shareholders' rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s 's remaining stockholders shareholders and the Company’s 's board of directors, dissolve and liquidate, subject in each case to the Company’s 's obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s 's obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Public Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (XPAC Acquisition Corp.), Underwriting Agreement (XPAC Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares 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 Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination such Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Mason Industrial Technology, Inc.), Underwriting Agreement (Mason Industrial Technology, Inc.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (y) any interestinterest (which shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $1,000,000 and/or to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares, Private Placement Shares and Public Shares 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 Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (2) any interest, (which shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $1,000,000 and/or to pay taxes), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $1,000,000 and/or to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities Shares 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (AltC Acquisition Corp.), Underwriting Agreement (AltC Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the an Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder for an amount of cash stockholder, at a per-share price, payable in cash, equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account (which shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $1,000,000 and/or to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares which they may acquire during or after this Offering in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, (which shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $1,000,000 and/or to pay taxes), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who validly and affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest eared on the funds held in the Trust Account (which shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $1,000,000 and/or to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Shareholders, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Provident Acquisition Corp.), Underwriting Agreement (Provident Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s income taxes, if any, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 5 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s income taxes, if any, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Second Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and the Company’s income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of Public Shares then outstanding Public Sharesoutstanding, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law Cayman Island to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Second Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption holders of the Company’s Public Shares the right to have their Public Shares redeemed in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does the Company has not complete its initial business combination consummated an Initial Business Combination within the time period set forth in the Second Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation or (B) with respect to any other provision relating to the rights of holders of the Public Shares, or pre-initial Business Combination activity unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Arctos Northstar Acquisition Corp.), Underwriting Agreement (Arctos Northstar Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of in the capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period periods set forth in the Amended Memorandum and Restated Certificate Articles of IncorporationAssociation and the Registration Statement, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 in the capital stock of the Company. The Company will not propose any amendment to the Amended Memorandum and Restated Certificate Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended Memorandum and Restated Certificate Articles of IncorporationAssociation, unless it provides its public stockholders Public Shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Green Visor Financial Technology Acquisition Corp I), Underwriting Agreement (Green Visor Financial Technology Acquisition Corp I)
Initial Business Combination/Distribution Procedure. The Company may consummate the an Initial Business Combination and conduct redemptions or repurchases of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption or repurchase rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem or have repurchased the Common Stock Ordinary Shares held by such stockholder for an amount of cash shareholder, at a per-share price, payable in cash, equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account (which shall be net of amounts withdrawn to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions or repurchases pursuant to the tender offer rules, the Company’s offer to redeem or repurchase will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares which they may acquire during or after this Offering in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed or repurchased in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption or repurchase price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, (which shall be net of amounts withdrawn to pay taxes), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if the Initial Business Combination is approved by the Company’s shareholders by ordinary resolution under Cayman Islands law and the Amended and Restated Memorandum and Articles of Association, which requires the affirmative vote of holders of a majority of the Company’s shares voted which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the Company or a unanimous written resolution of all of the Company’s shareholders entitled to approve such Initial Business Combinationvote at a general meeting of the Company. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem or repurchase shares, at the Redemption Price, from those Public Stockholders Shareholders who validly and affirmatively requested such redemptionredemption or repurchase, as the case may be. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption or repurchase rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock equity interest of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem or repurchase 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption or repurchase will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptionredemption or repurchase, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities shall be entitled to receive such redemption or repurchase amounts and the Company shall pay no such redemption or repurchase 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption or repurchase of the Public Shares in connection with an Initial Business Combination or to redeem or repurchase 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders Public Shareholders with the opportunity to redeem or repurchase their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Black Spade Acquisition Co), Underwriting Agreement (Black Spade Acquisition Co)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Class A Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Class A Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest (which shall be net of amounts withdrawn to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares 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 Stockholder holding shares of Class A Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, (which shall be net of amounts withdrawn to pay taxes), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Class A Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of equity interests in the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve wind up and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Class A Common Stock included in the Securities 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 equity interests of the Company. The Company will not propose any amendment to the Amended and Restated Certificate of Incorporation Charter to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock Common Stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Acropolis Infrastructure Acquisition Corp.), Underwriting Agreement (Acropolis Infrastructure Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the shares of Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s taxes, if any, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 ten (10) days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s income taxes, if any, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and the Company’s income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of Public Shares then outstanding Public Sharesoutstanding, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law the United States to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the its Public Shares in connection with an its Initial Business Combination or to redeem 100% of its Public Shares if it does the Company has not complete its initial business combination consummated an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationIncorporation or (B) with respect to any other provision relating to the rights of holders of the Public Shares or pre-Initial Business Combination activity, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock Common Stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Silverbox Engaged Merger Corp I), Underwriting Agreement (Silverbox Engaged Merger Corp I)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the applicable portion of the sale of the Private Placement Warrants Units and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the applicable portion of the sale of the Private Placement Warrants Units and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Underwritten Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders Public Stockholders with the opportunity to redeem their shares of Class A common stock Common Stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Twelve Seas Investment Co IV TMT), Underwriting Agreement (Twelve Seas Investment Co IV TMT)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 5 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of equity interests in the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, Account (including any interest (which shall be net of amounts withdrawn not previously released to the Company to pay taxes income taxes, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 equity interests of the Company. The Company Company, the Sponsor and the Company’s executive officers and directors have agreed that they will not propose any amendment to the Amended and Restated Certificate of Incorporation Charter (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate Charter or (B) with respect to any other provision relating to the rights of Incorporationholders of the Public Shares, unless it the Company provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Agile Growth Corp.), Underwriting Agreement (Agile Growth Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares 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 Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of IncorporationIncorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Omnichannel Acquisition Corp.), Underwriting Agreement (Omnichannel Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest (which shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $1,000,000 and/or to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares 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 Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Velocity Acquisition Corp.), Underwriting Agreement (Velocity Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of equity interests in the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn Account and not previously released to the Company to pay taxes and taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 equity interests of the Company. The Company will not propose any amendment to the Amended and Restated Certificate of Incorporation Charter to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Pioneer Merger Corp.), Underwriting Agreement (Pioneer Merger Corp.)
Initial Business Combination/Distribution Procedure. The Company Company, subject to any applicable provision of the Company’s Amended and Restated Memorandum and Articles of Association, may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) 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 (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 ten (10) days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (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 proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation or with respect to any other material provisions relating to shareholders’ rights or pre-Initial Business Combination activity, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Vahanna Tech Edge Acquisition I Corp.), Underwriting Agreement (Vahanna Tech Edge Acquisition I Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not released to the Company to pay franchise and income taxes payable, divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares Shares”) then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and holders of the Company’s initial stockholders, executive officers and directors Founders’ Ordinary Shares have agreed to vote all of their Founder the Founders’ Ordinary Shares and Public to vote any other Ordinary Shares purchased during or after the Offering in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the The Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account, net of franchise and income taxes payable divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted by the Public Shareholders are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within by twenty-four (24) months from the time period set forth in the Amended and Restated Certificate closing of Incorporationthis Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be but net of amounts withdrawn to pay franchise and income taxes payable (and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of franchise and income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Shareholders, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law the laws of the Cayman Islands to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Capitol Investment Corp. IV), Underwriting Agreement (Capitol Investment Corp. IV)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares 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 Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Montes Archimedes Acquisition Corp), Underwriting Agreement (Montes Archimedes Acquisition Corp)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Class A Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account (which shall be net of amounts withdrawn to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Class A Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account, (which shall be net of amounts withdrawn to pay taxes), divided by (II) the total number of Public Shares then outstanding. The If the Company seeks stockholder approval of the Initial Business Combination, the Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Class A Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business CombinationCombination and the Amended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, subject to lawfully available funds therefore, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest income earned on the funds held in the Trust Account (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve wind up and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Class A Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock Common Stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Spartan Acquisition Corp. III), Underwriting Agreement (Spartan Acquisition Corp. II)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account (which shall be net of amounts withdrawn to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account (which shall be net of amounts withdrawn to pay taxes), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders Public Shareholders with the opportunity to redeem their shares of Class A common stock ordinary shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Advancit Acquisition Corp. I), Underwriting Agreement (Advancit Acquisition Corp. I)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s income taxes, if any, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 five days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s income taxes, if any, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) 10 Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and the Company’s income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of Public Shares then outstanding Public Sharesoutstanding, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law Cayman Island to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption holders of the Company’s Public Shares the right to have their Public Shares redeemed in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does the Company has not complete its initial business combination consummated an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation or (B) with respect to any other provision relating to the rights of holders of the Public Shares, or pre-initial Business Combination activity unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (PowerUp Acquisition Corp.), Underwriting Agreement (PowerUp Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of in the capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended Memorandum and Restated Certificate Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 in the capital stock of the Company. The Company will not propose any amendment to the Amended Memorandum and Restated Certificate Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended Memorandum and Restated Certificate Articles of IncorporationAssociation, unless it provides its public stockholders Public Shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Burgundy Technology Acquisition Corp), Underwriting Agreement (Burgundy Technology Acquisition Corp)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give approximately 30 days (but not less than 10 days nor more than 60 days days) prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares 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 Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within by twenty-four (24) months from the time period set forth in the Amended and Restated Certificate closing of Incorporationthis Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within twenty-four (24) months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Churchill Capital Corp), Underwriting Agreement (Churchill Capital Corp)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares, Private Placement Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock securities of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities Shares 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (TCV Acquisition Corp.), Underwriting Agreement (TCV Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s income taxes, if any, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 5 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s income taxes, if any, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and the Company’s income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of Public Shares then outstanding Public Sharesoutstanding, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Island law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption holders of the Company’s Public Shares the right to have their Public Shares redeemed in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does the Company has not complete its initial business combination consummated an Initial Business Combination within 15 months from the closing of the Offering (or up to 21 months if the Company extends the time period set forth to complete an Initial Business Combination as described in the Amended and Restated Certificate Prospectus) or (B) with respect to any other provision relating to the rights of Incorporationholders of the Public Shares, or pre-initial Business Combination activity, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (ESGEN Acquisition Corp), Underwriting Agreement (ESGEN Acquisition Corp)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the shares of Class A Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest (which interest shall be net of taxes payable), divided by (B) the total number of Public Shares then issued and outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Class A Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then issued and outstanding. The If the Company seeks stockholder approval of the Initial Business Combination, the Company may proceed with such Initial Business Combination only if the Company received the affirmative vote of a majority of the shares voted are voted to approve such Initial Business Combinationstockholders who attend and vote at a general meeting of the Company. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or of shares of capital stock Class A Common Stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within by twenty-four (24) months from the time period set forth in closing of the Amended and Restated Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Class A Common Stock included in the Securities 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 Class A Common Stock of the Company. The Company will not propose any amendment to the Amended and Restated its Certificate of Incorporation or Bylaws (A) to modify the substance or timing of the Company’s obligation to provide for the allow redemption of the Public Shares in connection with an Initial Business Combination our initial business combination or to redeem 100% of its the outstanding Public Shares if it does the Company has not complete its initial business combination consummated an Initial Business Combination within twenty-four (24) months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendmentOffering, as described in Article IX of the Statutory Prospectus and ProspectusCompany’s Certificate of Incorporation or (B) with respect to any other provision relating to the Public Stockholders’ rights or pre-initial Business Combination activity, unless the Company offers to the Public Stockholders the right to redeem their Public Shares in connection with such amendment.
Appears in 1 contract
Samples: Underwriting Agreement (Haymaker Acquisition Corp. III)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior Prior to the consummation of the Initial Business Combination, the Company will submit such transaction to the Company’s Shareholders for their approval (an “Initial Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require shareholder approval under applicable Cayman Islands law; and in the event that the Company does not effect an Initial Business Combination within 24 months from the date of the Prospectus, the Company shall be wound up and dissolved in accordance with Article 170 of its Amended and Restated Articles of Association and Section 133(1)(L) of the Companies Law, as amended, of the Cayman Islands, and the Company shall make any and all listings and notices and take all other steps reasonably required in relation thereto and the Company shall, as a liquidating distribution, distribute to redeem all holders of the Common Stock Ordinary Shares issued as part of the Units in this Offering (the “IPO Shares”), an aggregate sum equal to the Company’s “Liquidation Value”. In the event that the Company anticipates that it may not be able to consummate the Initial Business Combination within the twenty-four (24) month period and seeks shareholder approval to extend the period of time to consummate the Initial Business Combination by an additional twelve (12) months and the shareholders approve such an extension and the Company does not then effect an Initial Business Combination by thirty-six (36) months from the date of the Prospectus (the “Extended Period”), the Company will cease to exist and will distribute to all Public Shareholders (as defined below) an aggregate sum equal to the Company’s “Liquidation Value.” The Company’s “Liquidation Value” shall mean the greater of (i) the Company’s book value, as determined by the Company and approved by the independent registered public accounting firm then engaged by the Company, or (ii) the amount of funds in the Trust Account (including (a) the proceeds held in the Trust Account from this Offering and the sale of the Private Placement Warrants, (b) the amount held in the Trust Account representing the Deferred Discount and (c) any interest income earned on the funds held in the Trust Account, net of taxes payable, that are not released to the Company to cover its operating expenses in accordance with Section 5(u)), less any claims payable to third parties which are not covered by the Indemnity. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other Ordinary Shares of the Company or Warrants. With respect to the vote to approve the Extended Period, if any, the Initial Business Combination Vote, the Company shall cause the Initial Shareholders to vote all of their Founders’ Shares in accordance with a majority of the Ordinary Shares voted by the Public Shareholders and to vote any other Ordinary Shares held by the Founding Shareholders or any officer or director, whenever and however acquired, in favor of the Extended Period, if any, and the Initial Business Combination. At the time the Company seeks approval of the Initial Business Combination, the Company will offer to each holder of IPO Shares (the “Public Shareholders”) the right to convert their Ordinary Shares at a per share conversion price (the “Conversion Price”), calculated as of two (2) Business Days prior to the consummation of such stockholder for an amount of cash proposed Initial Business Combination, equal to (A) the aggregate amount then on deposit in the Trust Account as Account, inclusive of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the this Offering and the sale of the Private Placement Warrants and held in the Trust Account, (y) the amount held in the Trust Account representing the Deferred Discount and (z) any interestinterest income earned on the funds held in the Trust Account, net of taxes payable, that are not released to the Company to cover its operating expenses in accordance with Section 5(u), divided by (B) the total number of Public Shares then outstandingIPO Shares. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration If a majority of the tender offer period. If, however, shares voted by the Company elects not holders of IPO Shares are voted to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement in connection with approve the Initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not and if holders of less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor 35% of the Company’s initial Business Combination. If the Company seeks stockholder IPO Shares vote against such approval of the Initial Business Combination, or (b) against the Extended Period, and elect to convert their IPO Shares on a cumulative basis, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of Combination. If the shares voted are voted to approve such Company proceeds with the Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem convert shares, at based upon the Redemption Conversion Price, from those Public Stockholders holders of IPO Shares who affirmatively requested such redemptionconversion, voted against the Initial Business Combination and followed the procedures for conversion set forth in the proxy solicitation materials. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, Shareholders shall be entitled to receive distributions from the Trust Account in connection with the approval of an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock Ordinary Shares of the Company Company. If Public Shareholders holding 35% or more of the IPO Shares on a cumulative basis with those Public Shareholders who elect to convert in connection therewith. In with a vote to approve the event that the Company does not effect an Extended Period, if any, vote against approval of a potential Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporationelect to convert their IPO Shares, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following proceed with such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does and will not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any convert such amendment, as described in the Statutory Prospectus and Prospectusshares.
Appears in 1 contract
Samples: Underwriting Agreement (North Asia Investment CORP)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Class A Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest (which shall be net of amounts withdrawn to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Class A Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, (which shall be net of amounts withdrawn to pay taxes), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of equity interests in the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve wind up and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included in the Securities 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 equity interests of the Company. The Company will not propose any amendment to the Amended and Restated Certificate of Incorporation Charter to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior Prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer submit such transaction to each Public Stockholder holding the Company’s shareholders for their approval (an “Initial Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require shareholder approval under applicable law; and in the event that the Company does not effect an Initial Business Combination within 24 months (or 36 months if the Extended Period is approved) from the consummation of this offering, the Company’s corporate existence will cease except for the purposes of winding up the Company’s affairs and liquidating, pursuant to Section 106 of the Xxxxxxxx Islands Business Corporations Act, having the same effect as if the Company’s board of directors and shareholders had formally voted to approve the Company’s dissolution. The Company will be liquidated and will distribute only to holders of the shares of Common Stock, the amount in the Company’s Trust Account, including (1) all accrued interest net of income taxes paid or payable on such interest (and less interest income of up to $3,000,000 earned on the Trust Account balance previously released to the Company to fund the Company’s working capital requirements as set forth in paragraph (x) above, and (2) all deferred underwriting discounts and commissions plus any of the Company’s remaining net assets. Only holders of the shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption PricePublic Shareholders”) equal shall be entitled to (I) receive liquidating distributions and the aggregate amount then on deposit in Company shall pay no liquidating distributions with respect to any shares of share capital of the Trust Account as of two Business Days prior Company, the Warrants, or the Private Sponsor Warrants. With respect to the consummation Initial Business Combination Vote and the vote for an Extended Period, the Company shall cause the Sponsor to vote all its Initial Sponsor Shares with a majority of the Common Stock voted by the Public Shareholders. At the time the Company seeks approval of the Initial Business Combination representing or an Extended Period, the Company will offer to each holder of the shares of Common Stock sold in this offering (1the “IPO Shares”) the proceeds held in right to convert their shares of Common Stock into a pro rata share of the Trust Account from (the Offering “Conversion Rights”), before payment of deferred underwriting discounts and the sale commissions and including any interest earned on their pro rata share net of income taxes payable on such interest and net of the Private Placement Warrants and applicable pro rata portion of interest income of up to $3,000,000 earned on the Trust Account balance released to the Company to fund working capital requirements as set forth in paragraph (2x) any interest, divided by (II) the total number of Public Shares then outstandingabove. The Company may proceed with such Initial Business Combination only if If a majority of the shares voted by the holders of IPO Shares are voted to approve the Initial Business Combination, and if holders of less than 40% of the IPO Shares vote against such approval of the Initial Business Combination and elect to exercise their Conversion Rights, the Company will proceed with such Initial Business Combination. If, after seeking and receiving such stockholder approval, If the Company elects to so proceedproceeds with the Initial Business Combination, it will redeem shares, at the Redemption Price, convert shares from those Public Stockholders holders of IPO Shares who affirmatively requested such redemptionconversion and who voted against the Initial Business Combination. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, Shareholders shall be entitled to receive distributions from the Trust Account in connection with the approval of an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or of shares of share capital stock of the Company Company. If the majority of the votes case by Public Shareholders who vote at the special meeting called for the purpose of approving an Extended Period are voted in connection therewith. In favor of approving the event that Extended Period, and if holders of less than 40% of the Company does not effect an Initial Business Combination within IPO Shares both vote against the time period set forth in the Amended proposed Extended Period and Restated Certificate of Incorporationelect to exercise their Conversion Rights, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and have up to $100,000 of interest an additional 12 months in which to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right consummate an Initial Business Combination. An election to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares exercise Conversion Rights in connection with an the vote on the Extended Period will only be honored if the Extended Period is approved. Shareholders who vote against the Extended Period and exercise their Conversion Rights will not be able to vote on any Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and ProspectusCombination.
Appears in 1 contract
Samples: Underwriting Agreement (Navios Maritime Acquisition CORP)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Class A Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account (which shall be net of amounts withdrawn to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive Company’sexecutive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Class A Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account, (which shall be net of amounts withdrawn to pay taxes), divided by (II) the total number of Public Shares then outstanding. The If the Company seeks stockholder approval of the Initial Business Combination, the Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Class A Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business CombinationCombination and the Amended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, subject to lawfully available funds therefore, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest income earned on the funds held in the Trust Account (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve wind up and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Class A Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock Common Stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Spartan Acquisition Corp. II)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior Prior to the consummation of the Initial Business Combination, the Company will submit such transaction to the Company’s stockholders for their approval (an “Initial Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law and, at such time submit a proposal to redeem amend the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence. In the event that the Company does not effect an Initial Business Combination within 24 months from the Effective Date, the Company will notify the Delaware Secretary of State in writing that its corporate existence is ceasing as of [___], 2009 and include with such notice payment of any franchise taxes then due to or assessable by the State of Delaware and the Company will be liquidated and will distribute to the holders of the Common Stock held issued as part of the Units in the Offering (the “IPO Shares”), an aggregate sum equal to the Company’s “Liquidation Value”. The Company’s “Liquidation Value” shall mean the greater of (i) the Company’s book value, as determined by such stockholder for an the Company and approved by the independent registered public accounting firm then engaged by the Company, or (ii) the amount of cash equal to (A) the aggregate amount then on deposit funds in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (xincluding (a) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Warrants, (b) the amount held in the Trust Account representing the Deferred Discount and (yc) any interestinterest income earned on the funds held in the Trust Account, divided by (B) the total number net of Public Shares then outstanding. In the event taxes payable, that are not released to the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, cover its operating expenses and liquidation costs and expenses in accordance with Rule 14e-1(a) under Section 5(t)), less any claims payable to third parties which are not covered by the Exchange ActIndemnity. Only holders of IPO Shares shall be entitled to receive liquidating distributions in the event that the Company does not effect an Initial Business Combination, and the Company will not be permitted shall pay no liquidating distributions with respect to complete the Initial Business Combination until the expiration any other shares of capital stock of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be takenWarrants. With respect to the Initial Business Combination Vote, the Sponsor and Company shall cause the Company’s initial stockholders, executive officers and directors have agreed Founding Stockholder to vote all of their Founder its Founder’s Shares with a majority of the shares of Common Stock voted by the Public Stockholders and Public Shares to vote any other shares of Common Stock held by it, whenever and however acquired, in favor of the Company’s initial Initial Business Combination. If At the time the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each holder of IPO Shares (the “Public Stockholder holding Stockholders”) the right to convert their shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption conversion price (the “Redemption Conversion Price”) equal to (I) the aggregate amount then on deposit in the Trust Account ), calculated as of two (2) Business Days prior to the consummation of the such proposed Initial Business Combination representing Combination, equal to (1A) the amount in the Trust Account, inclusive of (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants held in the Trust Account, (y) the amount held in the Trust Account representing the Deferred Discount and (2z) any interestinterest income earned on the funds held in the Trust Account, net of taxes payable, that are not released to the Company to cover its operating expenses and liquidation costs and expenses in accordance with Section 5(t), divided by (IIB) the total number of Public Shares then outstandingIPO Shares. The Company may proceed with such Initial Business Combination only if If a majority of the shares voted by the holders of IPO Shares are voted to approve the Initial Business Combination and holders of less than 30% of the IPO Shares (minus one share) vote against such approval of the Initial Business Combination and elect to convert their IPO Shares, the Company will proceed with such Initial Business Combination. If, after seeking and receiving such stockholder approval, If the Company elects to so proceedproceeds with the Initial Business Combination, it will redeem sharesconvert the IPO Shares, at based upon the Redemption Conversion Price, from those Public Stockholders who affirmatively requested such redemptionconversion and who voted against the Initial Business Combination. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with the approval of an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 If holders of 30% or more of the IPO Shares vote against approval of a potential Initial Business Combination and elect to convert their IPO Shares, the Company will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection proceed with an such Initial Business Combination or to redeem 100% of its Public Shares if it does and will not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any convert such amendment, as described in the Statutory Prospectus and Prospectusshares.
Appears in 1 contract
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior Prior to the consummation of the Initial Business Combination, the Company will submit such transaction to the Company’s stockholders for their approval (“Initial Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law, and at such time submit a proposal to redeem amend the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence. In the event that (i) the Company has entered into a definitive agreement with respect to an Initial Business Combination within 24 months from the date of the Prospectus and the Board determines that the Company will not be able to consummate such Initial Business Combination within such 24-month period; (ii) the stockholders approve an amendment to the Company’s amended and restated certificate of incorporation to provide for the Extended Period (the “Extension Amendment”) and (iii) Public Stockholders holding less than 35% of the IPO Shares (as defined below) both vote against the Extension Amendment and elect to exercise their conversion rights with respect to such IPO Shares), the Company will be permitted to extend its corporate existence up to 30 months from the date of the Prospectus (the “Extended Period”). In the event that the Company does not effect an Initial Business Combination within 24 months from the date of the Prospectus (or within the Extended Period), the Company will notify the Delaware Secretary of State in writing that its corporate existence is ceasing as of such date and include with such notice payment of any franchise taxes then due to or assessable by the State of Delaware and the Company will liquidate at such date and distribute to the holders of the outstanding shares of Common Stock held by such stockholder for issued as part of the Units in this Offering, including any Limit Order Shares (the “IPO Shares”), an amount of cash aggregate sum equal to the Company’s “Liquidation Value.” The Company’s “Liquidation Value” shall mean the greater of (Ai) the aggregate amount Company’s book value, as determined by the Company and approved by Xxxxxxxxx or the independent registered public accounting firm then on deposit engaged by the Company or (ii) the amounts held in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (xincluding (A) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestSponsors’ Warrants, divided by (B) the total number amounts held in the Trust Account representing the Deferred Discount and (C) any interest income earned on the amounts held in the Trust Account, net of Public Shares then outstanding. In the event taxes previously paid and payable thereon, that are not released to the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, cover its working capital expenses in accordance with Rule 14e-1(a) under Section 5(o), less any claims payable or reserved for payment to third parties not covered by the Exchange Act, Indemnity. Only holders of the IPO Shares shall be entitled to receive liquidating distributions in the event that the Company fails to consummate an Initial Business Combination within the required time and the Company will not be permitted shall pay no liquidating distributions with respect to complete the Initial Business Combination until the expiration any other shares of Common Stock of the tender offer periodCompany in connection therewith. If, however, The Company shall cause the Company elects not Founders to file such tender offer documents, vote (A) the Founders’ Shares (i) in the same manner as a stockholder vote is required majority of the votes cast by law or stock exchange listing requirement the Public Stockholders in connection with the Initial Business Combination, Combination Vote or the Company decides to hold a stockholder vote to approve the Extension Amendment (the “Extension Vote”), as the case may be, and (ii) in favor of a proposal to amend the Company’s amended and restated certificate of incorporation to provide for business or other legal reasons, its perpetual existence in connection with the Company will submit such Initial Business Combination to Vote and (B) all shares of Common Stock acquired by them in or after the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares Offering in favor of the Company’s initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Extension Amendment and the proposal to amend the Company’s amended and restated certificate of incorporation to provide for its perpetual existence in connection with the Initial Business Combination Vote. At the time the Company seeks approval of the Initial Business Combination or the Extension Amendment, as the case may be, the Company will offer to each Public Stockholder holding shares holder of Common Stock IPO Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission convert such IPO Shares at a per share redemption conversion price (the “Redemption Conversion Price”), calculated two (2) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing or the approval of the Extension Amendment, as the case may be, equal to (1A) the amount in the Trust Account, inclusive of (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Sponsors’ Warrants held in the Trust Account, (y) the amount held in the Trust Account representing the Deferred Discount and (2z) any interestinterest income earned on the amount held in the Trust Account, net of taxes previously paid thereon, that are not released to the Company to cover its working capital expenses in accordance with Section 5(o) hereof, divided by (IIB) the total number of IPO Shares (less, in the case of a conversion in connection with the Initial Business Combination Vote, the number of IPO Shares converted in connection with the Extension Vote); provided however, that a Public Stockholder together with any affiliate or any other Person with whom such stockholder is acting in concert or as a partnership, syndicate or other group for the purposes of acquiring, holding or disposing of the Company’s capital stock, will be restricted from seeking conversion rights with respect to more than 10% of the IPO Shares. IPO Shares then outstandingconverted in connection with the Extension Vote and the Initial Business Combination Vote will be aggregated for purposes of the 10% limit. The If (i) a majority of the outstanding shares of Common Stock are voted to approve the Extension Amendment and (ii) Public Stockholders holding less than 35% of the shares of the IPO Shares both vote against the Extension Amendment and elect to exercise their conversion rights with respect to such IPO Shares, the Company may will proceed with such Extension Amendment. If (i) a majority of the IPO Shares voted by the Public Stockholders are voted to approve the Initial Business Combination, (ii) a majority of the outstanding shares of Common Stock are voted to approve an amendment to the Company’s amended and restated certificate of incorporation to provide for its perpetual existence in connection with an Initial Business Combination Vote, and (iii) the Public Stockholders holding less than 35% of the IPO Shares, on a cumulative basis, including shares as to which conversion rights were exercised in connection with the Extension Vote, if any, both vote against the Initial Business Combination and elect to exercise their conversion rights with respect to such IPO Shares, the Company will proceed with such Initial Business Combination only if a majority of Combination. If the shares voted are voted to approve Company proceeds with such Extension Amendment or Initial Business Combination. If, after seeking and receiving such stockholder approval, as the Company elects to so proceedcase may be, it will redeem sharesconvert the IPO Shares, at based upon the Redemption Conversion Price, from only those Public Stockholders who both affirmatively requested elected to exercise their conversion rights with respect to such redemptionIPO Shares and voted against the Extension Amendment or Initial Business Combination, as the case may be. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with the approval of an Extension Amendment or Initial Business Combination, as the case may be, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In If Public Stockholders holding 35% or more of the event that IPO Shares, on a cumulative basis, both vote against the Company does not effect an Extension Amendment and/or the Initial Business Combination within Combination, as the time period set forth in the Amended case may be, and Restated Certificate of Incorporationelect to exercise their conversion rights with respect to such IPO Shares, the Company will (i) cease all operations except for not proceed with such Extension Amendment or Initial Business Combination, as the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable lawcase may be, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any convert such amendment, as described in the Statutory Prospectus and Prospectusshares.
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Initial Business Combination/Distribution Procedure. The Company Company, subject to any applicable provision of its amended and restated certificate of incorporation, may consummate the Initial initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation of such Initial initial Business Combination without a stockholder vote pursuant to Rule 13e-4 13 e-4 and Regulation 14E of under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial initial Business Combination to redeem the shares of Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days business days prior to the consummation of the Initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to pay the Company’s taxes, divided by (B) the total number of shares of Common Stock sold as part of the Units in the Offering (the “Public Shares Shares”) then outstanding. In the event the Company conducts redemptions pursuant , subject to the tender offer rules, limitation that no redemptions will take place if all the redemptions would cause the Company’s offer net tangible assets to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under be less than $5,000,001 either immediately prior to or upon consummation of the Exchange Act, and the Company will not be permitted to complete the Initial initial Business Combination until the expiration and after payment of the tender offer periodUnderwriters’ fees and expenses. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or applicable stock exchange listing requirement in connection with the Initial initial Business Combination, Combination or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Initial initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the initial Business Combination Vote, the Sponsor and holders of the Company’s initial stockholders, executive officers and directors Founder Shares have agreed to vote all of their the Founder Shares and Public Shares to vote 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 initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days business days prior to the consummation of the Initial initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account, not previously released to pay the Company’s taxes, divided by (II) the total number of Public Shares then outstandingoutstanding subject to the limitation that no redemptions will take place if all the redemptions would cause the Company’s net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the initial Business Combination and after payment of the Underwriters fees and expenses. The If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Initial initial Business Combination only if a majority of the outstanding shares voted by stockholders are voted to approve such Initial initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who validly and affirmatively requested such redemption. Only Public Stockholders holding shares of Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial initial Business Combination, and the Company shall pay no distributions with respect to any other holders or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial initial Business Combination by 24 months from the closing of the Offering (or 27 months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the time period set forth in closing of the Amended Offering but has not completed an initial Business Combination within such 24-month period, or such later date as has been approved pursuant to a valid amendment to the Company's amended and Restated Certificate restated certificate of Incorporationincorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, (including any interest (which shall be net of amounts withdrawn not previously released to the Company to pay its taxes and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Common Stock included in the Securities 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 Sponsor and the Company’s officers and directors have agreed, pursuant to the Insider Letters, that they will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for redeem 100% of the redemption outstanding Public Shares if the Company has not consummated a Business Combination within 24 months (or 27 months, as applicable) from the closing of the Offering or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company offers to redeem the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor Sponsors and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares the Founders’ Common Stock and Public Shares to vote any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the The Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account, net of franchise and income taxes payable divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted by the Public Stockholders are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within by twenty-four (24) months from the time period set forth in the Amended and Restated Certificate closing of Incorporationthis Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be but net of amounts withdrawn to pay franchise and income taxes payable (and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of franchise and income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Capitol Acquisition Corp. III)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the Company’s shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock included in the Securities Ordinary Shares 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Class A Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Class A Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest (which shall be net of amounts withdrawn to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares 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 Stockholder holding shares of Class A Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, (which shall be net of amounts withdrawn to pay taxes), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Class A Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of equity interests in the Company in connection therewith. In the event that the Company does not effect affect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve wind up and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Class A Common Stock included in the Securities 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 equity interests of the Company. The Company will not propose any amendment to the Amended and Restated Certificate of Incorporation Charter to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock Common Stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Acropolis Infrastructure Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Dragoneer Growth Opportunities Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their any Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock securities of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable lawlaws. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities Shares 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Dragoneer Growth Opportunities Corp. III)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior Prior to the consummation of the Initial Business Combination, the Company will submit such transaction to the Company’s stockholders for their approval (“Initial Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and in the event that the Company does not effect an Initial Business Combination within 24 months after the date of the Prospectus, the Company will notify the Delaware Secretary of State in writing that its corporate existence is ceasing as of [•], 2010 and include with such notice payment of any franchise taxes then due to redeem or assessable by the State of Delaware and the Company will liquidate and distribute to all holders of the Common Stock held by such stockholder for issued as part of the Units in this Offering (the “IPO Shares”), an amount of cash aggregate sum equal to the Company’s “Liquidation Value”. The Company’s “Liquidation Value” shall mean the greater of (Ai) the aggregate amount Company’s book value, as determined by the Company and approved by Xxxxxxxxx Xxxxx Xxxxxxx or the independent registered public accounting firm then on deposit engaged by the Company or (ii) the amounts held in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (xincluding (A) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestSponsor Warrants, divided by (B) the total number amounts held in the Trust Account representing the Deferred Discount and (C) any interest income earned on the amounts held in the Trust Account, net of Public Shares then outstanding. In the event taxes previously paid and payable thereon, that are not released to the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, cover its working capital expenses in accordance with Rule 14e-1(a) under Section 5(O), less any claims payable or reserved for payment to third parties not covered by the Exchange Act, Indemnity. Only holders of the IPO Shares shall be entitled to receive liquidating distributions in the event that the Company fails to consummate an Initial Business Combination within the required time and the Company will not be permitted shall pay no liquidating distributions with respect to complete the Initial Business Combination until the expiration any other shares of Common Stock of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be takentherewith. With respect to the Initial Business Combination Vote, the Sponsor and Company shall cause the Company’s initial stockholders, executive officers and directors have agreed Founders (A) to vote all of their Founder the Founders’ Shares held by them in accordance with a majority of the IPO Shares voted by the Public Stockholders and Public Shares in favor of a proposal to amend the Company’s amended and restated certificate of incorporation to provide for its perpetual and (B) to vote all other shares of Common Stock held by them, whenever and however acquired, in favor of the Initial Business Combination and in and in favor of a proposal to amend the Company’s initial Business Combinationamended and restated certificate of incorporation to provide for its perpetual existence. If At the time the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares holder of Common Stock IPO Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission convert such IPO Shares at a per share redemption conversion price (the “Redemption Conversion Price”), calculated two (2) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days business days prior to the consummation of the Initial Business Combination representing Combination, equal to (1A) the amount in the Trust Account, inclusive of (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Sponsors’ Warrants held in the Trust Account, (y) the amount held in the Trust Account representing the Deferred Discount and (2z) any interestinterest income earned on the amount held in the Trust Account, net of taxes previously paid thereon, that are not released to the Company to cover its working capital expenses in accordance with Section 5(O) hereof, divided by (IIB) the total number of IPO Shares; provided however, that a Public Stockholder together with any affiliate or any other Person with whom such stockholder is acting in concert or as a partnership, syndicate or other group for the purposes of acquiring, holding or disposing of the Company’s capital stock, will be restricted from seeking conversion rights with respect to more than 10% of the IPO Shares. If a majority of the IPO Shares then outstanding. The voted by the Public Stockholders are voted to approve the Initial Business Combination, a majority of the outstanding shares of Common Stock are voted to approve an amendment to the Company’s amended and restated certificate of incorporation to provide for its perpetual existence, and the Public Stockholders holding less than 30% of the IPO Shares vote against the Initial Business Combination and elect to exercise their conversion rights with respect to such IPO Shares, the Company may will proceed with such Initial Business Combination only if a majority of Combination. If the shares voted are voted to approve Company so proceeds with such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesconvert IPO Shares, at based upon the Redemption Conversion Price, from only those Public Stockholders who affirmatively requested such redemptionconversion and who voted against the Initial Business Combination. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with the approval of an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In If Public Stockholders holding 30% or more of the event that IPO Shares vote against the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporationelect to exercise their conversion rights with respect to such IPO Shares, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following proceed with such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does and will not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any convert such amendment, as described in the Statutory Prospectus and Prospectusshares.
Appears in 1 contract
Initial Business Combination/Distribution Procedure. The Company may will either submit the Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”) or consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial without a Business Combination without a stockholder vote Vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such Any such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and holders of the Company’s initial stockholders, executive officers and directors Founders’ Common Stock have agreed to vote all of their Founder Shares and Public Shares the Founders’ Common Stock and, if applicable, to vote any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the The Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission or in conjunction with a tender offer, as applicable, at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account, net of franchise and income taxes payable divided by (II) the total number of Public Shares then outstanding. The If the Company seeks stockholder approval of the Initial Business Combination, the Company may proceed with such Initial Business Combination only if a majority of the shares voted by the Public Stockholders are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within by twenty-four (24) months from the time period set forth in the Amended and Restated Certificate closing of Incorporationthis Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible possible, but not more than ten (10) Business Days business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be but net of amounts withdrawn to pay franchise and income taxes payable (and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of franchise and income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior Prior to the consummation of the Initial Business Combination, the Company will submit such transaction to the Company's stockholders, regardless of the type of transaction, for their approval (an "Initial Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and in the event that the Company does not effect an Initial Business Combination within 24 months after the date of the Prospectus, the Company will liquidate and will distribute to redeem all holders of the Common Stock held issued as part of the Units in this Offering (the "IPO Shares"), an aggregate sum equal to the Company's "Liquidation Value". The Company's "Liquidation Value" shall mean the greater of (i) the Company's book value, as determined by such stockholder for an the Company and approved by the independent registered public accounting firm then engaged by the Company, or (ii) the amount of cash equal to (A) the aggregate amount then on deposit funds in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (xincluding (a) the proceeds held in the Trust Account from the this Offering and the sale of the Private Placement Warrants Sponsors' Warrants, (b) the amount held in the Trust Account representing the Deferred Discount and (yc) any interestinterest income earned on the funds held in the Trust Account, divided by (B) the total number net of Public Shares then outstanding. In the event taxes payable, that are not released to the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, cover its operating expenses in accordance with Rule 14e-1(a) under the Exchange Act, Section 5(o)). Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company will not be permitted shall pay no liquidating distributions with respect to complete the Initial Business Combination until the expiration any other shares of capital stock of the tender offer periodCompany or Warrants. If, however, At the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If time the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each holder of IPO Shares other than our Founders (the "Public Stockholder holding Stockholders") the right to convert their shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption conversion price (the “Redemption "Conversion Price”) equal to (I) the aggregate amount then on deposit in the Trust Account "), calculated as of two Business Days business days prior to the consummation of the such proposed Initial Business Combination representing Combination, equal to (1A) the amount in the Trust Account, inclusive of (x) the proceeds held in the Trust Account from the this Offering and the sale of the Private Placement Warrants Sponsors' Warrants, held in trust, (y) the amount held in the Trust Account representing the Deferred Discount and (2z) any interestinterest income earned on the funds held in the Trust Account, net of taxes payable, that are not released to the Company to cover its operating expenses in accordance with Section 5(o), divided by (IIB) the total number of Public Shares then outstandingIPO Shares. The Company may proceed with such Initial Business Combination only if If a majority of the shares voted by the holders of IPO Shares are voted to approve the Initial Business Combination, and if holders of not more than 30% of the IPO Shares (minus one share) vote against such approval of the Initial Business Combination and elect to convert their IPO Shares, the Company will proceed with such Initial Business Combination. If, after seeking and receiving such stockholder approval, If the Company elects to so proceedproceeds with the Initial Business Combination, it will redeem convert shares, at based upon the Redemption Conversion Price, from those Public Stockholders who affirmatively requested such redemptionconversion and who voted against the Initial Business Combination. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, conversion rights in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, Combination shall be entitled to receive distributions from the Trust Account in connection with the approval of an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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's Founders, Sponsors, executive officers and directors have waived their ability to exercise conversion rights with respect to securities purchased prior to, in or after the Offering. If Public Stockholders holding more than 30% (minus one share) vote against approval of a potential Initial Business Combination and elect to convert their IPO Shares, the Company will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection proceed with an such Initial Business Combination or to redeem 100% of its Public Shares if it does and will not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any convert such amendment, as described in the Statutory Prospectus and Prospectusshares.
Appears in 1 contract
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and holders of the Company’s initial stockholders, executive officers and directors Founders’ Common Stock have agreed to vote all of their Founder Shares the Founders’ Common Stock and Public Shares to vote any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the The Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account, net of franchise and income taxes payable divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted by the Public Stockholders are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within by twenty-four (24) months from the time period set forth in the Amended and Restated Certificate closing of Incorporationthis Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be but net of amounts withdrawn to pay franchise and income taxes payable (and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of franchise and income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Capitol Acquisition Corp. III)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Units and (y) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Units and (2) any interestinterest income earned on the funds held in the Trust Account not previously released to the Company to pay taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of equity interests in the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn Account and not previously released to the Company to pay taxes and taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Ordinary Shares included in the Securities 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 equity interests of the Company. The Company will not propose any amendment to the Amended and Restated Certificate of Incorporation Charter to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Frontier Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the shares of Class A Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest (which interest shall be net of taxes payable), divided by (B) the total number of Public Shares then issued and outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Class A Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then issued and outstanding. The If the Company seeks stockholder approval of the Initial Business Combination, the Company may proceed with such Initial Business Combination only if the Company received the affirmative vote of a majority of the shares voted are voted to approve such Initial Business Combinationstockholders who attend and vote at a general meeting of the Company. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or of shares of capital stock Class A Common Stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within by twenty-four (24) months from the time period set forth in closing of the Amended and Restated Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Class A Common Stock included in the Securities 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 Class A Common Stock of the Company. The Company will not propose any amendment to the Amended and Restated its Certificate of Incorporation or Bylaws (A) to modify the substance or timing of the Company’s obligation to provide for the allow redemption of the Public Shares in connection with an Initial Business Combination our initial business combination or to redeem 100% of its the outstanding Public Shares if it does the Company has not complete its initial business combination consummated an Initial Business Combination within twenty-four (24) months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendmentOffering, as described in Article [ ● ] of the Statutory Prospectus and ProspectusCompany’s Certificate of Incorporation or (B) with respect to any other provision relating to the Public Stockholders’ rights or pre-initial Business Combination activity, unless the Company offers to the Public Stockholders the right to redeem their Public Shares in connection with such amendment.
Appears in 1 contract
Samples: Underwriting Agreement (Haymaker Acquisition Corp. III)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the shares of Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s taxes, if any, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 ten (10) days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s income taxes, if any, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and the Company’s income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of Public Shares then outstanding Public Sharesoutstanding, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law the United States to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the its Public Shares in connection with an its Initial Business Combination or to redeem 100% of its Public Shares if it does the Company has not complete its initial business combination consummated an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationIncorporation or (B) with respect to any other provision relating to the rights of holders of the Public Shares or pre- Initial Business Combination activity, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock Common Stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Class A Ordinary Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Ordinary Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (y) any interestinterest (which shall be net of amounts withdrawn to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Class A Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (2) any interest, (which shall be net of amounts withdrawn to pay taxes), divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of equity interests in the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve wind up and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included in the Securities 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 equity interests of the Company. The Company will not propose any amendment to the Amended and Restated Certificate of Incorporation Charter to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of IncorporationCharter, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Class A Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account (which shall be net of amounts withdrawn to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersexecutive officers, executive officers director nominees and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Class A Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds proceeds
Exhibit 1.1 held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account, (which shall be net of amounts withdrawn to pay taxes), divided by (II) the total number of Public Shares then outstanding. The If the Company seeks shareholder approval of the Initial Business Combination, the Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business CombinationCombination and the Amended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, subject to lawfully available funds therefore, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest income earned on the funds held in the Trust Account (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve wind up and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Spartan Acquisition Corp. IV)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior Prior to the consummation of the Initial Business Combination, the Company will submit such transaction to the Company’s stockholders for their approval (an “Initial Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and in the event that the Company does not effect an Initial Business Combination within 24 months from the Effective Date, the Company will notify the Delaware Secretary of State in writing that its corporate existence is ceasing as of [__________], 2009 and include with such notice payment of any franchise taxes then due to redeem or assessable by the State of Delaware and the Company will be liquidated and will distribute to all holders of the Common Stock held issued as part of the Units in this Offering (the “IPO Shares”), an aggregate sum equal to the Company’s “Liquidation Value.” The Company’s “Liquidation Value” shall mean the greater of (i) the Company’s book value, as determined by such stockholder for an the Company and approved by the independent registered public accounting firm then engaged by the Company, or (ii) the amount of cash equal to (A) the aggregate amount then on deposit funds in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (xincluding (a) the proceeds held in the Trust Account from the this Offering and the sale of the Private Placement Sponsor’s Warrants (b) the amount held in the Trust Account representing the Deferred Discount and (yc) any interestinterest income earned on the funds held in the Trust Account, divided by (B) the total number net of Public Shares then outstanding. In the event taxes payable, that are not released to the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, cover its operating expenses in accordance with Rule 14e-1(a) under Section 5(t)), less any claims payable to third parties which are not covered by the Exchange Act, Indemnity. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company will not be permitted shall pay no liquidating distributions with respect to complete the Initial Business Combination until the expiration any other shares of capital stock of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be takenWarrants. With respect to the Initial Business Combination Vote, the Sponsor and Company shall cause the Company’s initial stockholders, executive officers and directors have agreed Founders to vote all their Founders’ Common Stock in accordance with a majority of their Founder Shares the shares of Common Stock voted by the Public Stockholders (as defined below) and Public Shares to vote any other shares of Common Stock held by them, whenever and however acquired, in favor of the Company’s initial Initial Business Combination. If At the time the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each holder of IPO Shares (the “Public Stockholder holding Stockholders”) the right to convert their shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption conversion price (the “Redemption Conversion Price”) equal to (I) the aggregate amount then on deposit in the Trust Account ), calculated as of two Business Days prior to the consummation of the such proposed Initial Business Combination representing Combination, equal to (1A) the amount in the Trust Account, inclusive of (x) the proceeds held in the Trust Account from the this Offering and the sale of the Private Placement Sponsor’s Warrants held in trust, (y) the amount held in the Trust Account representing the Deferred Discount and (2z) any interestinterest income earned on the funds held in the Trust Account, net of taxes payable, that are not released to the Company to cover its operating expenses in accordance with Section 5(t), divided by (IIB) the total number of Public Shares then outstandingIPO Shares. The Company may proceed with such Initial Business Combination only if If a majority of the shares voted by the holders of IPO Shares are voted to approve the Initial Business Combination, and if holders of less than 30% of the IPO Shares (minus one share) vote against such approval of the Initial Business Combination and elect to convert their IPO Shares, the Company will proceed with such Initial Business Combination. If, after seeking and receiving such stockholder approval, If the Company elects to so proceedproceeds with the Initial Business Combination, it will redeem convert shares, at based upon the Redemption Conversion Price, from those Public Stockholders holders of IPO Shares who affirmatively requested such redemptionconversion and who voted against the Initial Business Combination. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with the approval of an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 If holders of 30% or more of the IPO Shares vote against approval of a potential Initial Business Combination and elect to convert their IPO Shares, the Company will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection proceed with an such Initial Business Combination or to redeem 100% of its Public Shares if it does and will not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any convert such amendment, as described in the Statutory Prospectus and Prospectusshares.
Appears in 1 contract
Samples: Underwriting Agreement (Global Brands Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company Company, subject to any applicable provision of the Company’s Amended and Restated Memorandum and Articles of Association, may consummate the Initial Business Combination and conduct redemptions of Common Stock the Class A Ordinary Shares included as part of the Securities for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Ordinary Shares included as part of the Securities held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersshareholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares Class A Ordinary Shares included as part of Common Stock the Securities the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included as part of the Securities who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes and (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Ordinary Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the allow redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial Initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders Public Shareholders with the opportunity to redeem their shares of Class A common stock Ordinary Shares included as part of the Securities upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the shares of Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s taxes, if any, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”). The company Company will give not less than 10 days nor more than 60 ten (10) days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest earned on the funds held in the Trust Account and not previously released to pay the Company’s income taxes, if any, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to pay taxes and the Company’s income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of Public Shares then outstanding Public Sharesoutstanding, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law the United States to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the its Public Shares in connection with an its Initial Business Combination or to redeem 100% of its Public Shares if it does the Company has not complete its initial business combination consummated an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationIncorporation or (B) with respect to any other provision relating to the rights of holders of the Public Shares or pre-Initial Business Combination activity, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock Common Stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior Prior to the consummation of the Initial Business Combination, the Company will submit such transaction to the Company's stockholders for their approval (an "Initial Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and in the event that the Company does not effect an Initial Business Combination within 24 months from the Effective Date, the Company will notify the Delaware Secretary of State in writing that its corporate existence is ceasing as of [ ], 2009 and include with such notice payment of any franchise taxes then due to redeem or assessable by the State of Delaware and the Company will be liquidated and will distribute to all holders of the Common Stock held issued as part of the Units in this Offering (the "IPO Shares"), an aggregate sum equal to the Company's "Liquidation Value". The Company's "Liquidation Value" shall mean the greater of (i) the Company's book value, as determined by such stockholder for an the Company and approved by the independent registered public accounting firm then engaged by the Company, or (ii) the amount of cash equal to (A) the aggregate amount then on deposit funds in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (xincluding (a) the proceeds held in the Trust Account from the this Offering and the sale of the Private Placement Warrants Sponsors' Warrants, (b) the amount held in the Trust Account representing the Deferred Discount and (yc) any interestinterest income earned on the funds held in the Trust Account, divided by (B) the total number net of Public Shares then outstanding. In the event taxes payable, that are not released to the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, cover its operating expenses in accordance with Rule 14e-1(a) under the Exchange Act, Section 5(o)). Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company will not be permitted shall pay no liquidating distributions with respect to complete the Initial Business Combination until the expiration any other shares of capital stock of the tender offer periodCompany or Warrants. If, however, At the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If time the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each holder of IPO Shares (the "Public Stockholder holding Stockholders") the right to convert their shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption conversion price (the “Redemption "Conversion Price”) equal to (I) the aggregate amount then on deposit in the Trust Account "), calculated as of two Business Days business days prior to the consummation of the such proposed Initial Business Combination representing Combination, equal to (1A) the amount in the Trust Account, inclusive of (x) the proceeds held in the Trust Account from the this Offering and the sale of the Private Placement Warrants Sponsors' Warrants, held in trust, (y) the amount held in the Trust Account representing the Deferred Discount and (2z) any interestinterest income earned on the funds held in the Trust Account, net of taxes payable, that are not released to the Company to cover its operating expenses in accordance with Section 5(o), divided by (IIB) the total number of Public Shares then outstandingIPO Shares. The Company may proceed with such Initial Business Combination only if If a majority of the shares voted by the holders of IPO Shares are voted to approve the Initial Business Combination, and if holders of less than 30% of the IPO Shares (minus one share) vote against such approval of the Initial Business Combination and elect to convert their IPO Shares, the Company will proceed with such Initial Business Combination. If, after seeking and receiving such stockholder approval, If the Company elects to so proceedproceeds with the Initial Business Combination, it will redeem convert shares, at based upon the Redemption Conversion Price, from those Public Stockholders holders of IPO Shares who affirmatively requested such redemptionconversion and who voted against the Initial Business Combination. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with the approval of an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 If holders of 30% (minus one share) or more of the IPO Shares vote against approval of a potential Initial Business Combination and elect to convert their IPO Shares, the Company will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection proceed with an such Initial Business Combination or to redeem 100% of its Public Shares if it does and will not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any convert such amendment, as described in the Statutory Prospectus and Prospectusshares.
Appears in 1 contract
Samples: Underwriting Agreement (Alternative Asset Management Acquisition Corp.)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior Prior to the consummation of the Initial Business Combination, the Company will submit such transaction to the Company’s Shareholders for their approval (an “Initial Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require shareholder approval under applicable Cayman Islands law; and in the event that the Company does not effect an Initial Business Combination within 24 months from the date of the Prospectus, the Company shall be wound up and dissolved in accordance with Article 170 of its Amended and Restated Articles of Association and Section 133(1)(L) of the Companies Law, as amended, of the Cayman Islands, and the Company shall make any and all listings and notices and take all other steps reasonably required in relation thereto and the Company shall, as a liquidating distribution, distribute to redeem all holders of the Common Stock Ordinary Shares issued as part of the Units in this Offering (the “IPO Shares”), an aggregate sum equal to the Company’s “Liquidation Value”. In the event that the Company anticipates that it may not be able to consummate the Initial Business Combination within the twenty-four (24) month period and seeks shareholder approval to extend the period of time to consummate the Initial Business Combination by an additional twelve (12) months and the shareholders approve such an extension and the Company does not then effect an Initial Business Combination by thirty-six (36) months from the date of the Prospectus (the “Extended Period”), the Company will cease to exist and will distribute to all Public Shareholders (as defined below) an aggregate sum equal to the Company’s “Liquidation Value.” The Company’s “Liquidation Value” shall mean the greater of (i) the Company’s book value, as determined by the Company and approved by the independent registered public accounting firm then engaged by the Company, or (ii) the amount of funds in the Trust Account (including (a) the proceeds held in the Trust Account from this Offering and the sale of the Private Placement Warrants, (b) the amount held in the Trust Account representing the Deferred Discount and (c) any interest income earned on the funds held in the Trust Account, net of taxes payable, that are not released to the Company to cover its operating expenses in accordance with Section 5(u)), less any claims payable to third parties which are not covered by the Indemnity. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other Ordinary Shares of the Company or Warrants. With respect to the vote to approve the Extended Period, if any, the Initial Business Combination Vote, the Company shall cause the Initial Shareholders to vote all of their Founders’ Shares in accordance with a majority of the Ordinary Shares voted by the Public Shareholders and to vote any other Ordinary Shares held by the Founding Shareholders or any officer or director, whenever and however acquired, in favor of the Extended Period, if any, and the Initial Business Combination. At the time the Company seeks approval of the Initial Business Combination, the Company will offer to each holder of IPO Shares (the “Public Shareholders”) the right to convert their Ordinary Shares at a per share conversion price (the “Conversion Price”), calculated as of two (2) Business Days prior to the consummation of such stockholder for an amount of cash proposed Initial Business Combination, equal to (A) the aggregate amount then on deposit in the Trust Account as Account, inclusive of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the this Offering and the sale of the Private Placement Warrants and held in the Trust Account, (y) the amount held in the Trust Account representing the Deferred Discount and (z) any interestinterest income earned on the funds held in the Trust Account, net of taxes payable, that are not released to the Company to cover its operating expenses in accordance with Section 5(u), divided by (B) the total number of Public Shares then outstandingIPO Shares. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration If a majority of the tender offer period. If, however, shares voted by the Company elects not holders of IPO Shares are voted to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement in connection with approve the Initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not and if holders of less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor 40% of the Company’s initial Business Combination. If the Company seeks stockholder IPO Shares vote against such approval of the Initial Business Combination, or (b) against the Extended Period, and elect to convert their IPO Shares on a cumulative basis, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of Combination. If the shares voted are voted to approve such Company proceeds with the Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem convert shares, at based upon the Redemption Conversion Price, from those Public Stockholders holders of IPO Shares who affirmatively requested such redemptionconversion, voted against the Initial Business Combination and followed the procedures for conversion set forth in the proxy solicitation materials. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, Shareholders shall be entitled to receive distributions from the Trust Account in connection with the approval of an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock Ordinary Shares of the Company Company. If Public Shareholders holding 40% or more of the IPO Shares on a cumulative basis with those Public Shareholders who elect to convert in connection therewith. In with a vote to approve the event that the Company does not effect an Extended Period, if any, vote against approval of a potential Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporationelect to convert their IPO Shares, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following proceed with such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does and will not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any convert such amendment, as described in the Statutory Prospectus and Prospectusshares.
Appears in 1 contract
Samples: Underwriting Agreement (North Asia Investment CORP)
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock Class A Shares for cash upon consummation of such Initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock Class A Shares held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interestinterest income earned on the funds held in the Trust Account (which shall be net of amounts withdrawn to pay taxes), divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholdersexecutive officers, executive officers director nominees and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Class A Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interestinterest income earned on the funds held in the Trust Account, (which shall be net of amounts withdrawn to pay taxes), divided by (II) the total number of Public Shares then outstanding. The If the Company seeks shareholder approval of the Initial Business Combination, the Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Class A Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business CombinationCombination and the Amended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, subject to lawfully available funds therefore, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest income earned on the funds held in the Trust Account (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve wind up and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock Class A Shares included in the Securities 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 to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless it provides its public stockholders shareholders with the opportunity to redeem their shares of Class A common stock Shares upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Spartan Acquisition Corp. IV)
Initial Business Combination/Distribution Procedure. The Company Company, subject to any applicable provision of its amended and restated memorandum and articles of association, may consummate the Initial initial Business Combination and conduct redemptions of Common Stock Securities for cash upon consummation of such Initial initial Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder shareholder of the Company with the opportunity prior to the consummation of the Initial initial Business Combination to redeem the Common Stock Securities held by such stockholder shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (y) any interestinterest income earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by (B) the total number of Securities sold in the Offering (the “Public Shares Shares”) then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or applicable stock exchange listing requirement in connection with the Initial initial Business Combination, Combination or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Initial initial Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the initial Business Combination Vote, the Sponsor and holders of the CompanyFounder’s initial stockholders, executive officers and directors Shares have agreed to vote all of their Founder the Founder’s Shares and Public Shares to vote any other Securities purchased during or after the Offering in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the Initial initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Common Stock Securities the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (2) any interestinterest income earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less any taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by (II) the total number of Public Shares then outstanding. The If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Initial initial Business Combination only if a majority of the outstanding shares voted by shareholders at a quorate general meeting of the Company are voted to approve such Initial initial Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who validly and affirmatively requested such redemption. Only Public Stockholders Shareholders holding Common Stock Securities who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial initial Business Combination, and the Company shall pay no distributions with respect to any other holders or of the ordinary shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial initial Business Combination within by 24 months from the time period set forth in closing of the Amended Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s amended and Restated Certificate restated memorandum and articles of Incorporationassociation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (and less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding Common Stock included in the Securities 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 ordinary shares of capital stock of the Company. The Company will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.
Appears in 1 contract
Initial Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior Prior to the consummation of the Initial Business Combination, the Company will submit such transaction to the Company’s shareholders for their approval (an “Initial Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require shareholder approval under applicable law; and in the event that the Company does not effect an Initial Business Combination within 24 months from the consummation of this offering, the Company will go through voluntary liquidation in the same way as if the Company’s shareholders had formally voted to redeem approve the Common Stock held Company’s voluntary winding up under the Companies Law (2007 Revision) of the Cayman Islands and the Company will be liquidated and will distribute to all holders of the Ordinary Shares issued as part of the Units in this offering (the “IPO Shares”), an aggregate sum equal to the Company’s “Liquidation Value”. The Company’s “Liquidation Value” shall mean the greater of (i) the Company’s book value, as determined by such stockholder for an the Company and approved by the independent registered public accounting firm then engaged by the Company, or (ii) the amount of cash equal to (A) the aggregate amount then on deposit funds in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (xincluding (a) the proceeds held in the Trust Account from the this Offering and the sale of the Private Placement Warrants Sponsors’ Warrants, (b) the amount held in the Trust Account representing the Deferred Discount and (yc) any interestinterest income earned on the funds held in the Trust Account, divided by (B) the total number net of Public Shares then outstanding. In the event taxes payable, that are not released to the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, cover its operating expenses in accordance with Rule 14e-1(a) under the Exchange Act, Section 4(y)). Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company will not be permitted shall pay no liquidating distributions with respect to complete the Initial Business Combination until the expiration any shares of share capital of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement 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 Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be takenWarrants. With respect to the Initial Business Combination Vote, Vote and the Sponsor and vote for a proposal to amend the Company’s initial stockholdersamended and restated memorandum and articles of association to provide for the Company’s perpetual existence, executive officers and directors have agreed the Company shall cause the Founders to vote all of their Founder Founders’ Shares and Public Shares in favor with a majority of the Company’s initial Business CombinationOrdinary Shares voted by the Public Shareholders. If At the time the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each holder of IPO Shares (the “Public Stockholder holding shares of Common Stock Shareholders”) the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission redeem their Ordinary Shares at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account ), calculated as of two Business Days business days prior to the consummation of the such proposed Initial Business Combination representing Combination, equal to (1A) the amount in the Trust Account, inclusive of (x) the proceeds held in the Trust Account from the this Offering and the sale of the Private Placement Warrants Sponsors’ Warrants, held in trust, (y) the amount held in the Trust Account representing the Deferred Discount and (2z) any interestinterest income earned on the funds held in the Trust Account, net of taxes payable, that are not released to the Company to cover its operating expenses in accordance with Section 5(t), divided by (IIB) the total number of Public Shares then outstandingIPO Shares. The Company may proceed with such Initial Business Combination only if If a majority of the shares voted by the holders of IPO Shares are voted to approve the Initial Business Combination, and if holders of less than 30% of the IPO Shares (minus one share) vote against such approval of the Initial Business Combination and elect to redeem their IPO Shares, the Company will proceed with such Initial Business Combination. If, after seeking and receiving such stockholder approval, If the Company elects to so proceedproceeds with the Initial Business Combination, it will redeem shares, at based upon the Redemption Price, from those Public Stockholders holders of IPO Shares who affirmatively requested such redemptionredemption and who voted against the Initial Business Combination. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, Shareholders shall be entitled to receive distributions from the Trust Account in connection with the approval of an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or of shares of share capital stock of the Company in connection therewithCompany. In If holders of 30% (minus one share) or more of the event that the Company does not effect an IPO Shares vote against approval of a potential Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporationelect to redeem their IPO Shares, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following proceed with such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities 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 to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to and will not redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectusshares.
Appears in 1 contract
Samples: Underwriting Agreement (Overture Acquisition Corp.)
