SPAC Transaction. In the event of a SPAC Transaction, the Warrantholder’s purchase rights pursuant to this Agreement shall be converted into the right to receive, upon exercise of this Warrant, the number of shares of common stock of the SPAC that becomes the parent or the successor of the Company equal to the Warrant Coverage divided by the Exercise Price. In any such case, appropriate adjustment (as determined in good faith by the board of directors of such SPAC and as reasonably satisfactory to the Warrantholder) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrantholder after such SPAC Transaction, to the end that the provisions of this Warrant after such SPAC Transaction (including adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to shares of common stock of such SPAC thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. The Company shall not effect any such SPAC Transaction unless the relevant SPAC shall agree to assume, prior to or simultaneously with the consummation thereof, (i) the obligation to deliver to the Warrantholder, such shares of common stock of such SPAC as, in accordance with the foregoing provisions, the Warrantholder may be entitled to acquire pursuant to the exercise of this Warrant, and (ii) the other obligations of the Company under this Warrant.
SPAC Transaction. With respect to the SPAC Merger Agreement, each SPAC Subscription Agreement, the Sponsor Support Agreement and the Stockholder Support Agreement: (a) such agreement is in full force and effect, (b) no breach or default exists or has been asserted thereunder, and Borrower is not aware of any fact or circumstance that would give rise to any breach or default thereunder, (c) no party has terminated or threatened to terminate the SPAC Merger Agreement, any SPAC Subscription Agreement, the Sponsor Support Agreement or the Stockholder Support Agreement, (d) there have been no amendments, restatements, supplements or other modifications thereto that have not been disclosed to the Agent and (e) such agreements constitute the entire agreement and understanding among the Borrower, the Parent, each counterparty thereto and their respective Affiliates concerning the SPAC Transaction. The Borrower has not received, and to the Borrower’s knowledge, the Parent has not received any notice of an adverse determination by the SEC or any other Official Body regarding the SPAC Transaction.
SPAC Transaction. The Company shall not consummate any SPAC Transaction unless, as a condition to such SPAC Transaction, the SPAC unconditionally assumes all of the Company’s obligations under the Notes and this Indenture relating to the Company’s obligations relating to the authorization, issuance and delivery of the Common Stock issuable upon conversion of the Notes (including, without limitation, Article 14 and the Conversion Obligations) pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee and/or the Collateral Agent and references in such applicable sections of this Indenture to “the Company” shall refer to “the SPAC”, mutatis mutandis, provided, that the Holders acknowledge and agree that Common Stock issuable subsequent to a SPAC Transaction shall be subject to all restrictions applicable to Common Stock issued by a special purpose acquisition company under all applicable law, including the unavailability of Rule 144, subject to the conditions of that rule and shall bear such restrictions and legends as may be required by a SPAC to ensure compliance therewith.
SPAC Transaction. If there is a SPAC Transaction at any time before the expiration or termination of this instrument, immediately prior and subject to the closing of such SPAC Transaction (but, for the avoidance of doubt, immediately following any capital restructuring of the Company effected in connection therewith), this instrument will automatically convert into, and the Company will automatically issue to the Investor, a number of Ordinary Shares equal to the Purchase Amount divided by the SPAC Conversion Price (rounded to the nearest whole share). In connection with the issuance of Ordinary Shares by the Company to the Investor pursuant to this Section 2(a), the Investor will execute and deliver to the Company all applicable transaction documents related to the SPAC Transaction; provided, that such documents are the same documents which are being entered into by shareholders of the Company (if and to the extent applicable), in connection with the SPAC Transaction, including, without limitation and as applicable, documents related to lock-up, stop transfer and the like.
SPAC Transaction. Each party agrees that the business combination transaction between Hyzon (formerly known as Decarbonization Plus Acquisition Corporation as the predecessor to Hyzon) and Hyzon Motors USA Inc. (formerly known as Hyzon Motors Inc. as the predecessor to Hyzon Motors USA Inc., which was at that time an indirect subsidiary of the Company), completed on July 16, 2021 is a “SPAC Transaction” as defined in the Constitution in effect as of the date hereof (the “Current Constitution”) and subject to Regulation 8.6 of the Current Constitution. The parties further agree that the for the purposes of Regulation 8.6 of the Current Constitution the SPAC Transaction occurred on the date hereof.
SPAC Transaction. If all Term Loan Commitments requested by the Administrative Borrower in an aggregate principal amount of no less than $19,000,000.00 minus such amounts as shall have been set forth in each applicable Disbursement Letter and agreed by the Borrower shall have been funded to the Borrower (or an alternative financing solution for an equivalent amount shall have obtained) and the conditions set forth in Section 10.01 of the SPAC Merger Agreement shall have been satisfied, cause the SPAC Transaction to be consummated in accordance with its terms within eight (8) months after the Effective Dateon or prior to the Termination Date (as defined in the SPAC Merger Agreement).
SPAC Transaction. The parties hereto acknowledge and agree that AAI and its Affiliates are hereby authorized to (i) consummate the SPAC Transaction in accordance with the terms of the Merger Document, and (ii) notwithstanding anything to the contrary in any Loan Document, take all such actions necessary therefor, including, without limitation, the following, in accordance with the funds flow set forth on Exhibit A annexed hereto:
a. make tax payments to Dxx Xxxxxx and Sxxx Xx Lxx with respect to the applicable portions of the 2006 and 2007 taxable year, including such payments of notes payable upon transfer of funds from Endeavor;
b. purchase Capital Stock from Sxxx Xx Lim as provided under the Merger Agreement; and
c. pay all Indebtedness set forth on Schedule 5.25(c) of the Merger Agreement.
SPAC Transaction. Notwithstanding anything to the contrary in this Warrant, in the event that the Company enters into a Reorganization which constitutes a SPAC Transaction, the number of Class B Units issuable upon exercise of this Warrant in full shall be automatically adjusted such that the number of Class B Units issuable and which shall automatically become exercised in accordance with Section 3(iii) immediately prior to the closing of such SPAC Transaction shall represent a number of Class B Units that when exchanged for the securities and/other property receivable to the members of the Company (including the Holder) equal to [ ] percent ([ ]%) of all of the issued and outstanding capital stock of the SPAC immediately following the closing of such Reorganization.
SPAC Transaction. The parties acknowledge that one of the essential aspects of the transaction contemplated by this Agreement is the SPAC Merger, through which, among other things, the common stock of Holdings will become publicly traded. In the event such transaction does not occur within a reasonable time following the Closing, Holdings will give written notice of such occurrence to the Member Representative. As of the date of such notice, Holdings will not take any steps to become involved in the governance or management of the Surviving Company, and the parties will promptly take all steps necessary to rescind this Agreement and unwind the transaction contemplated by this Agreement, as agreed upon by the parties, including but not limited to filing a notice of abandonment of merger with the Secretary of State of the State of Missouri.
SPAC Transaction. The Company shall not consummate any SPAC Transaction unless, as a condition to such SPAC Transaction, the SPAC unconditionally assumes all of the Company’s obligations under the Notes and the Agreement Documents relating to the Company’s obligations relating to the authorization, issuance and delivery of the Common Stock issuable upon conversion of the Notes (including, without limitation, Article 14 and the Conversion Obligations and Change of Control Conversion Obligations), and agrees to perform the obligations applicable to the “Company Group” under Section 3.9 and 9.10 of the Note Purchase Agreement and the obligations of the Company under the Registration Rights Agreement, pursuant to a supplemental agreement in the form attached as Exhibit C hereto and, upon consummation of the SPAC Transaction, references in such applicable sections of this Agreement to “the Company” shall refer to “the SPAC”, mutatis mutandis, provided, that the Holders acknowledge and agree that Common Stock issuable subsequent to a SPAC Transaction shall be subject to all restrictions applicable to Common Stock issued by a special purpose acquisition company under all applicable law, including the unavailability of Rule 144, subject to the conditions of that rule and shall bear such restrictions and legends as may be required by a SPAC to ensure compliance therewith.
