Share Adjustment in connection with SPAC Transaction Expenses. If the accrued and unpaid SPAC Transaction Expenses (as set forth on the written statement to be delivered to the Company pursuant to Section 3.02(c) of the Merger Agreement) exceed the SPAC Expense Cap, then, prior to the Share Split, Sponsor in its sole discretion shall (including a combination thereof) (i) purchase from SPAC (and SPAC agrees to sell thereto) a number of SPAC Class A Shares (with each such SPAC Class A Share valued at $10.00 per share), (ii) forfeit a number of SPAC Class B Shares (with each such SPAC Class B Share valued at $10.00 per share), and/or (iii) decrease the number of Aggregate Fully Diluted Company Shares by a number of hypothetical Pre-Split Shares in accordance with clause (b) of the definition of “Aggregate Fully Diluted Company Shares”, that would, in the aggregate, have a value equal to the amount of the SPAC Transaction Expenses minus the SPAC Expense Cap (the “Overage”). For purposes of this Section 4.12, “SPAC Expense Cap” means (x) $22,000,000 plus (y) the incremental amount of additional fees and expenses (including placement agent fees) incurred by SPAC in connection with the PIPE Financing in the event the PIPE Financing amount received by the Company in connection with the Closing exceeds the anticipated PIPE Financing amount set forth in the Non-Binding Letter of Intent dated as of April 6, 2021.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Silver Crest Acquisition Corp), Agreement and Plan of Merger (Silver Crest Acquisition Corp), Voting and Support Agreement (TH International LTD)
