SPAC Class A Shares. The SPAC Class A Shares issued and outstanding immediately prior to the Second Merger Effective Time (other than those described in Section 3.6(d) below) shall be exchanged for Pubco Ordinary Shares such that each holder of record of SPAC Class A Shares immediately prior to the Second Merger Effective Time shall receive, in the aggregate, a number of Pubco Ordinary Shares equal to the product of (i) the total number of SPAC Class A Shares held of record by such holder immediately prior to the Second Merger Effective Time, multiplied by (ii) the Exchange Ratio, subject to adjustment in accordance with Section 3.15. The holders of SPAC Class A Shares outstanding immediately prior to the Second Merger Effective Time shall cease to have any rights with respect to such shares, except as provided herein or by Law. Each certificate previously evidencing SPAC Class A Shares (if any) shall be exchanged for a certificate (if requested) representing the same number of Pubco Ordinary Shares upon the surrender of such certificate in accordance with this Section 3.6 and Section 3.8.
SPAC Class A Shares. At the Effective Time, each issued and outstanding SPAC Class A Share (other than any Excluded Shares and after giving effect to the SPAC Stockholder Redemption and the amount of PIPE Financing consisting of subscriptions for SPAC Class A Shares, if any, pursuant to the Subscription Agreements) shall be automatically converted into and exchanged for the right to receive (i) if an amount in cash less than or equal to $100,000,000 is remaining in the Trust Account after any redemptions of SPAC Class A Shares pursuant to the SPAC Stockholder Redemption, one PubCo Common Share and (ii) if an amount in cash greater than $100,000,000 is remaining in the Trust Account after any redemptions of SPAC Class A Shares pursuant to the SPAC Stockholder Redemption, (A) a fraction of a PubCo Common Share equal to $100,000,000 divided by the amount in the Trust Account after any redemptions of SPAC Class A Shares pursuant to the SPAC Stockholder Redemption, subject to Section 4.6(i), and (B) an amount in cash equal to the quotient of (I) the amount in the Trust Account after any redemptions of SPAC Class A Shares pursuant to the SPAC Stockholder Redemption that exceeds $100,000,000 minus the Extension Amount at the Effective Time divided by (II) the amount of SPAC Class A Shares (other than any Excluded Shares and after giving effect to the SPAC Stockholder Redemption and the amount of PIPE Financing consisting of subscriptions for SPAC Class A Shares, if any, pursuant to the Subscription Agreements) (the “Class A Consideration”), following which each SPAC Class A Share shall no longer be outstanding and shall automatically be cancelled and shall cease to exist by virtue of the Merger, and each former holder of SPAC Class A Shares shall thereafter cease to have any rights with respect to the SPAC Class A Shares, except as provided herein or by applicable Law. PubCo shall use reasonable best efforts to cause the PubCo Common Shares issued pursuant to this Section 4.7(b) to be issued in book-entry form as of the Effective Time.
SPAC Class A Shares. At the Effective Time, each issued and outstanding SPAC Class A Share (including those described in Section 3.2(a) and 3.2(b)) shall be converted automatically into and thereafter represent the right to receive one ParentCo Share, following which all SPAC Class A Shares shall cease to be outstanding and shall automatically be canceled and shall cease to exist. The holders of certificates previously evidencing SPAC Class A Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided herein or by applicable Law. Each certificate formerly representing SPAC Class A Shares shall thereafter represent only the right to receive the relevant amount for such SPAC Class A Shares in accordance with the applicable provisions of Law and the SPAC Governing Documents.
SPAC Class A Shares. At the Effective Time, each issued and outstanding SPAC Class A Share (other than any Excluded Shares) shall be automatically converted into and exchanged for the right to receive one PubCo Common Share (the “Class A Consideration”), following which each SPAC Class A Share shall no longer be outstanding and shall automatically be cancelled and shall cease to exist by virtue of the Merger, and each former holder of SPAC Class A Shares shall thereafter cease to have any rights with respect to the SPAC Class A Shares, except as provided herein or by applicable Law. PubCo shall use reasonable best efforts to cause the PubCo Common Shares issued pursuant to this Section 4.6(b) to be issued in book-entry form as of the Effective Time.
