SPAC Warrants. At the Merger Effective Time, each SPAC Warrant that is outstanding immediately prior to the Merger Effective Time shall, pursuant to the SPAC Warrant Agreement, cease to represent a right to acquire one (1) share of SPAC Common Stock and shall be converted in accordance with the terms of such SPAC Warrant Agreement, at the Merger Effective Time, into a right to acquire one (1) Holdco Common Share (a “Holdco Warrant” and collectively, the “Holdco Warrants”) on substantially the same terms as were in effect immediately prior to the Merger Effective Time under the terms of the SPAC Warrant Agreement. The parties hereof shall take all lawful action to effect the aforesaid provisions of this Section 3.06, including causing the SPAC Warrant Agreement to be amended or amended and restated to the extent necessary to give effect to this Section 3.06, including adding Holdco as a party thereto, such amendment to be in substantially the form attached hereto as Exhibit E (the “SPAC Warrant Amendment”).
SPAC Warrants. Each (i) SPAC Public Warrant outstanding immediately prior to the Merger Effective Time shall be automatically converted into the right to receive one TopCo Public Warrant and (ii) SPAC Private Warrant outstanding immediately prior to the Merger Effective Time shall be automatically converted into the right to receive one TopCo Private Warrant, and all SPAC Warrants shall thereupon cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the TopCo Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the TopCo Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire TopCo Shares in lieu of shares of SPAC Common Stock and shall otherwise be amended in accordance with the provisions of the Warrant Agreement to (among other things) comply with the restrictions under applicable Law. At or prior to the Merger Effective Time, TopCo shall take all corporate action necessary to maintain sufficient authority for future issuance, and shall maintain such authority for so long as any of the TopCo Warrants remain outstanding, a sufficient number of TopCo Shares for delivery upon the exercise of such TopCo Warrants.
SPAC Warrants. At the SPAC Merger Effective Time, without any action on the part of any holder of a SPAC Warrant, each SPAC Warrant that is issued and outstanding immediately prior to the SPAC Merger Effective Time (but after giving effect to the separation of each SPAC Unit in accordance with Section 2.3(g)(i)) shall, pursuant to and in accordance with Section 4.5 of the SPAC Warrant Agreement and the Assignment and Assumption Agreement, automatically and irrevocably be modified to provide that such SPAC Warrant shall no longer entitle the holder thereof to purchase the number of shares of SPAC Class A Common Stock set forth therein and in substitution thereof such SPAC Warrant shall entitle the holder thereof to acquire such equal number of PubCo Shares (each, an “Assumed Warrant”). Each Assumed Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to such SPAC Warrant as of immediately prior to the SPAC Merger Effective Time, except that each Assumed Warrant shall be exercisable for shares of PubCo Shares rather than SPAC Class A Common Stock In connection therewith and prior to the SPAC Merger Effective Time, SPAC and PubCo shall take all actions necessary to execute an Assignment and Assumption Agreement (as defined below) pursuant to Section 7.5.
SPAC Warrants. Each SPAC Warrant outstanding immediately prior to the Merger Effective Time shall be automatically converted into one (1) PubCo Warrant exercisable for PubCo Ordinary Shares in accordance with its terms. Each of the PubCo Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Warrants, except that they shall represent the right to acquire PubCo Ordinary Shares in lieu of shares of SPAC Ordinary Shares and shall otherwise be amended in accordance with the provisions of the A&R Warrant Agreement to (among other things) comply with all applicable Laws. At or prior to the Merger Effective Time, PubCo shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the PubCo Warrants remain outstanding, a sufficient number of PubCo Ordinary Shares for delivery upon the exercise of such PubCo Warrants.
SPAC Warrants. Each SPAC Warrant outstanding immediately prior to the Initial Merger Effective Time shall cease to be a warrant with respect to SPAC Shares and be assumed by PubCo and converted into a warrant to purchase one PubCo Ordinary Share (each, a “PubCo Warrant”). Each PubCo Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to such SPAC Warrant immediately prior to the Initial Merger Effective Time (including any repurchase rights and cashless exercise provisions) in accordance with the provisions of the Assignment, Assumption and Amendment Agreement.
SPAC Warrants. At the Effective Time, without any action on the part of any Party or the holders of SPAC Warrants, the Company will assume the Warrant Agreement and each SPAC Warrant that is issued and outstanding immediately prior to the Effective Time shall automatically and irrevocably be converted into a corresponding Assumed Warrant exercisable for one (1) Company Ordinary Share under the terms and conditions of the Warrant Assumption Agreement.
SPAC Warrants. At the Merger Effective Time, each SPAC Warrant (whether or not a whole warrant) that is outstanding immediately prior to the Merger Effective Time (but after giving effect to the Unit Separation referred to in Section 1.6(a)) shall, pursuant to and in accordance with (i) Section 4.4 of the Warrant Agreement, between SPAC and Continental Stock Transfer & Trust Company dated September 29, 2021 (as amended by the Warrant Assumption Agreement) and (ii) the Warrant Assumption Agreement, automatically and irrevocably be modified to provide that such SPAC Warrant shall no longer entitle the holder thereof to purchase the amount of SPAC Shares set forth therein and in substitution thereof such SPAC Warrant shall entitle the holder thereof to acquire such equal number of Holdings Common Shares per such SPAC Warrant.
SPAC Warrants. Each SPAC Warrant that is outstanding immediately prior to the Second Merger Effective Time shall, pursuant to the SPAC Warrant Agreement, cease to represent a right to acquire the number of SPAC Class A Shares set forth in such SPAC Warrant and shall be converted in accordance with the terms of such SPAC Warrant Agreement, at the Second Merger Effective Time, into a right to acquire that number of Pubco Ordinary Shares equal to (i) the number of SPAC Class A Shares set forth in such SPAC Warrant multiplied by (ii) the Exchange Ratio (each, a “Pubco Warrant” and collectively, the “Pubco Warrants”) on substantially the same terms as were in effect immediately prior to the Second Merger Effective Time under the terms of the SPAC Warrant Agreement. The Parties shall take all lawful action to effect the aforesaid provisions of this Section 3.6(c), including entering into, together with the Warrant Agent, the Warrant Assignment, Assumption and Amendment Agreement (the “Warrant Assignment, Assumption and Amendment Agreement”) in substantially the same form as set forth on Exhibit J. At or prior to the Second Merger Effective Time, Pubco shall take all corporate actions necessary to reserve for future issuance and shall maintain such reservation for so long as any of the Pubco Warrants remain outstanding, a sufficient number of Pubco Ordinary Shares for delivery upon the exercise of such Pubco Warrants.
SPAC Warrants. Pursuant to the terms of the Assumed Warrant Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any holder of a SPAC Warrant, each whole SPAC Warrant that is issued and outstanding immediately prior to the Effective Time shall be assumed by PubCo and will be exercisable, in accordance with the terms of the Assumed Warrant Agreement, for one (1) PubCo Share.
SPAC Warrants. At the Merger Effective Time, following the effectiveness of the Recapitalization, by virtue of the Merger and without any action on the part of any Party or the holders of securities of SPAC, the Company or Merger Sub, each outstanding SPAC Public Warrant and SPAC Private Warrant, including all SPAC Warrants that were included in the SPAC Units and SPAC Subunits, shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall become and be converted into the right to receive a Company Warrant to purchase an equal number of Company Ordinary Shares at an exercise price equal to the exercise price of the SPAC Warrants, with the public or private nature of the SPAC Warrants being preserved in the Company Warrants. Each Company Warrant shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Warrants, except that in each case they shall represent the right to acquire Company Ordinary Shares in lieu of SPAC Shares. At or prior to the Merger Effective Time, the Company shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Company Warrants remain outstanding, a sufficient number of Company Ordinary Shares for delivery upon the exercise of such Company Warrants.
