The SPAC Merger Sample Clauses
The SPAC Merger clause defines the terms and conditions under which a Special Purpose Acquisition Company (SPAC) combines with a target operating company. Typically, this clause outlines the process for the merger, including the steps required for approval by shareholders, regulatory compliance, and the exchange of shares or other consideration. For example, it may specify timelines for due diligence, disclosure obligations, and the mechanics of closing the transaction. The core function of this clause is to provide a clear framework for executing the merger, ensuring that both parties understand their obligations and the sequence of events, thereby reducing uncertainty and facilitating a smooth transition to a public company structure.
The SPAC Merger. At the SPAC Merger Effective Time and subject to and upon the terms and conditions of this Agreement and the SPAC Plan of Merger and in accordance with the applicable provisions of the Cayman Act, SPAC Merger Sub and SPAC shall consummate the SPAC Merger, pursuant to which SPAC Merger Sub shall be merged with and into SPAC, following which (a) the separate existence of SPAC Merger Sub shall cease and SPAC Merger Sub shall be struck off the Register of Companies in the Cayman Islands, (b) SPAC shall continue as the surviving company in the SPAC Merger, and (c) SPAC shall become a wholly owned subsidiary of Holdings. SPAC as the surviving company in the SPAC Merger is hereinafter sometimes referred to as “SPAC Surviving Subsidiary” (and references to SPAC for periods after the SPAC Merger Effective Time shall include SPAC Surviving Subsidiary).
The SPAC Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and in accordance with the applicable provisions of the DGCL, SPAC Merger Sub and SPAC shall consummate the SPAC Merger, pursuant to which SPAC Merger Sub shall be merged with and into SPAC, following which (a) the separate corporate existence of SPAC Merger Sub shall cease, (b) SPAC shall continue as the surviving corporation in the SPAC Merger, and (c) SPAC shall become a wholly-owned subsidiary of Holdings. SPAC as the surviving corporation after the SPAC Merger is hereinafter sometimes referred to as “SPAC Surviving Subsidiary” (and references to SPAC for periods after the Effective Time shall include SPAC Surviving Subsidiary).
The SPAC Merger. (i) Following the consummation of the Domestication, on the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, on the Closing Date SPAC Merger Sub shall merge with and into M3 at the SPAC Merger Effective Time. Following the SPAC Merger Effective Time, the separate existence of SPAC Merger Sub shall cease and M3 shall continue as the surviving company in the SPAC Merger (the “SPAC Surviving Subsidiary”) and a wholly owned Subsidiary of Pubco.
(ii) At the Closing, the Parties shall cause a certificate of merger, in a form reasonably acceptable to M3, Pubco and the Company (the “SPAC Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The SPAC Merger shall become effective on the date and at the time at which the SPAC Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware, or at such later date and time as is agreed by M3, SPAC Merger Sub, and the Company, and as specified in the SPAC Certificate of Merger (the time the SPAC Merger becomes effective being referred to herein as the “SPAC Merger Effective Time”).
(iii) The SPAC Merger shall have the effects set forth in Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the SPAC Merger Effective Time, all of the assets, properties, rights, privileges, powers and franchises of each of M3 and SPAC Merger Sub shall vest in the SPAC Surviving Subsidiary and all debts, liabilities, obligations, restrictions, disabilities and duties of each of M3 and SPAC Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the SPAC Surviving Subsidiary, in each case, in accordance with the DGCL.
(iv) At the SPAC Merger Effective Time, the Governing Documents of SPAC Merger Sub shall become the Governing Documents of the SPAC Surviving Subsidiary except that the name of the SPAC Surviving Subsidiary shall be “ReserveOne Operations” or such other name not including references to “M3” or “Brigade” as proposed by the Company not less than five (5) Business Days prior to Closing and reasonably acceptable to M3.
(v) At the SPAC Merger Effective Time, the directors and executive officers the SPAC Surviving Subsidiary shall be the same as the board of directors and executive officers of Pubco, after giving effect to Section 5.16, each to hold office in accordance with the Governing Documents of the SPAC Surv...
The SPAC Merger. Upon the terms and subject to the conditions set forth in this Agreement, at 8:01am New York City time on the date immediately following the Closing Date (the “SPAC Merger Effective Time”), SPAC shall be merged with and into Pubco in the SPAC Merger (the “SPAC Merger Closing”). Following the SPAC Merger, the separate corporate existence of SPAC shall cease and Pubco shall continue as the Surviving Corporation. The date on which the SPAC Merger Closing occurs is referred to herein as the “SPAC Merger Closing Date.”
The SPAC Merger. (a) Immediately after the Acquisition Merger Effective Time and on the terms and subject to the conditions set forth in this Agreement and in accordance with the Cayman Companies Law, Merger Sub 2 shall merge with and into SPAC, with SPAC surviving the SPAC Merger as a direct wholly owned Subsidiary of NewPubco. The date on which the foregoing occurs is referred to in this Agreement as the “SPAC Merger Closing Date.” Following the SPAC Merger Effective Time, the (i) separate existence of Merger Sub 2 shall cease, it will be struck off the Register of Companies in the Cayman Islands and SPAC shall continue as the surviving company of the SPAC Merger (the “SPAC Surviving Company”) and (ii) SPAC shall (A) become a direct, wholly owned Subsidiary of NewPubco, (B) continue to be governed by the Laws of the Cayman Islands, and (C) succeed to and assume all of the rights, properties and obligations of Merger Sub 2 in accordance with the Cayman Companies Law, and the SPAC Shareholders shall be entitled to the SPAC Merger Consideration.
The SPAC Merger. On the day immediately prior to the Closing Date, in accordance with the CACI, at the SPAC Merger Effective Time, the SPAC shall merge with and into Merger Sub 1, and the separate existence of the SPAC shall cease and Merger Sub 1 shall continue as the surviving company of the SPAC Merger and as a wholly-owned Subsidiary of Holdco (the “First Surviving Company”).
The SPAC Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the SPAC Merger Effective Time, SPAC shall be merged with and into Pubco in the SPAC Merger. Following the SPAC Merger, the separate corporate existence of SPAC shall cease and Pubco shall continue as the Surviving Corporation.
The SPAC Merger