Common use of Treatment of SPAC Shares Clause in Contracts

Treatment of SPAC Shares. (i) Each SPAC Class B Share issued and outstanding immediately prior to the Effective Time other than Excluded Shares, by virtue of the Merger and upon the terms and subject to the conditions set forth in this Agreement, shall be converted into and shall for all purposes represent only the right to receive one (1) Class A Company Ordinary Share (the “Per Share Merger Consideration”). (ii) Each SPAC Class A Share issued and outstanding immediately prior to the Effective Time (after giving effect to any SPAC Shareholder Redemption) other than Excluded Shares, by virtue of the Merger and upon the terms and subject to the conditions set forth in this Agreement, shall be converted into and shall for all purposes represent only the right to receive the Per Share Merger Consideration. The aggregate number of Class A Company Ordinary Shares into which SPAC Class A Shares and SPAC Class B Shares are converted into pursuant to this Section 3.2(c) is referred to herein as the “Merger Consideration”. (iii) All of the SPAC Class A Shares and SPAC Class B Shares converted into the right to receive the Merger Consideration shall no longer be outstanding and shall be cancelled and cease to exist, and each holder of any SPAC Class A Shares or SPAC Class B Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable portion of the Merger Consideration into which such SPAC Class A Shares and SPAC Class B Shares shall have been converted.

Appears in 2 contracts

Samples: Merger Agreement (Pagaya Technologies Ltd.), Merger Agreement (EJF Acquisition Corp.)

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Treatment of SPAC Shares. (i) Each After giving effect to the Sponsor Forfeiture, each outstanding share of SPAC Class B Share Stock issued and outstanding immediately prior to the Effective Time other than Excluded Shares, by virtue of the Merger and upon the terms and subject to the conditions set forth in this Agreement, shall be converted into and shall for all purposes represent only the right to receive one Company Common Share (1but not any Price Adjustment Rights) Class A Company Ordinary Share (the “Per Share Merger Consideration”). (ii) Each share of SPAC Class A Share Stock issued and outstanding immediately prior to the Effective Time (after giving effect to any the SPAC Shareholder Stockholder Redemption) other than Excluded Shares, by virtue of the Merger and upon the terms and subject to the conditions set forth in this Agreement, shall be converted into and shall for all purposes represent only the right to receive the Per Share Merger Consideration. The aggregate number of Class A Company Ordinary Common Shares into which shares of SPAC Class A Shares Stock and shares of SPAC Class B Shares Stock are converted into pursuant to this Section 3.2(c) is referred to herein as the “Merger Consideration”. (iii) All of the shares of SPAC Class A Shares Stock and SPAC Class B Shares Stock converted into the right to receive the Merger Consideration shall no longer be outstanding and shall be cancelled and cease to exist, and each holder of any shares of SPAC Class A Shares Stock or SPAC Class B Shares Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable portion of the Merger Consideration into which such shares of SPAC Class A Shares Stock and SPAC Class B Shares Stock shall have been converted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fintech Acquisition Corp V)

Treatment of SPAC Shares. (i) Each outstanding share of SPAC Class B Share Stock issued and outstanding immediately prior to the Effective Time other than Excluded Shares, by virtue of the Merger and upon the terms and subject to the conditions set forth in this Agreement, shall be converted into and shall for all purposes represent only the right to receive one (1) Class A Company Ordinary Share (but not any Price Adjustment Rights) (the “Per Share Merger Consideration”). (ii) Each outstanding share of SPAC Class A Share Stock issued and outstanding immediately prior to the Effective Time (after giving effect to any the SPAC Shareholder Stockholder Redemption) other than Excluded Shares, by virtue of the Merger and upon the terms and subject to the conditions set forth in this Agreement, shall be converted into and shall for all purposes represent only the right to receive the Per Share Merger Consideration. The aggregate number of Class A Company Ordinary Shares into which shares of SPAC Class A Shares Stock and shares of SPAC Class B Shares Stock are converted into pursuant to this Section 3.2(c) is referred to herein as the “Merger Consideration”. (iii) All of the shares of SPAC Class A Shares Stock and SPAC Class B Shares Stock converted into the right to receive the Merger Consideration shall no longer be outstanding and shall be cancelled and cease to exist, and each holder of any shares of SPAC Class A Shares Stock or SPAC Class B Shares Stock as of immediately prior to the Effective Time shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable portion of the Merger Consideration into which such shares of SPAC Class A Shares Stock and SPAC Class B Shares Stock shall have been converted.

Appears in 1 contract

Samples: Business Combination Agreement (MedTech Acquisition Corp)

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Treatment of SPAC Shares. (i) Each outstanding share of SPAC Class B Share Stock issued and outstanding immediately prior to the Effective Time other than Excluded Shares, by virtue of the Merger and upon the terms and subject to the conditions set forth in this Agreement, shall be converted into and shall for all purposes represent only the right to receive one (1) Class A Company Ordinary Target Common Share (the “Per Share Merger Consideration”). (ii) Each share of SPAC Class A Share Stock issued and outstanding immediately prior to the Effective Time (after giving effect to any the SPAC Shareholder Share Redemption) other than Excluded Shares, by virtue of the Merger and upon the terms and subject to the conditions set forth in this Agreement, shall be converted into and shall for all purposes represent only the right to receive the Per Share Merger Consideration. The aggregate number of Class A Company Ordinary Target Common Shares into which shares of SPAC Class A Shares Stock and shares of SPAC Class B Shares Stock are converted into pursuant to this Section 3.2(c) is referred to herein as the “Merger Consideration”. (iii) All of the shares of SPAC Class A Shares Stock and SPAC Class B Shares Stock converted into the right to receive the Merger Consideration shall no longer be outstanding and shall be cancelled and cease to exist, and each holder of any shares of SPAC Class A Shares Stock or SPAC Class B Shares Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable portion of the Merger Consideration into which such shares of SPAC Class A Shares Stock and SPAC Class B Shares Stock shall have been converted.

Appears in 1 contract

Samples: Business Combination Agreement (Newcourt Acquisition Corp)

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