Examples of BCA Closing in a sentence
Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities or as set forth in the Commission Documents, the Company is not a party to, and it has no Knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company after the BCA Closing.
Subscriber agrees that it will take all steps necessary to become a party to the Amended and Restated Registration Rights Agreement at the BCA Closing.
The Company and Priveterra acknowledge and agree that the Settlement Shares issued at the Settlement of the Notes shall be considered “Registrable Securities” under the Amended and Restated Registration Rights Agreement to be entered into by the Company, Priveterra and the “Holders” as defined therein upon the BCA Closing.
Notwithstanding the foregoing, the parties hereto agree that certain payments in respect of intercompany payables arising in connection with the AMP Transfer will be made following the BCA Closing Date or, if applicable, at such other times contemplated by the Steps Plan.
The issuance of Notes contemplated hereby (each, a “Note Closing”) shall occur on such date or dates as determined by Subscriber as described in Section 2(b) or on the BCA Closing Date in accordance with Section 2(c) (each such date, a “Note Closing Date”).
Any Note Closing pursuant to a Pre-Funding Election pursuant to Section 2(b) is referred to as a “Pre-Funded Note Closing” and a Note Closing occurring automatically on the BCA Closing Date pursuant to Section 2(c) is referred to as an “Automatic Note Closing”.
In the event that Subscriber does not deliver a Pre-Funding Notice prior to the Pre-Funding Cutoff Date, the purchase of the Notes will occur automatically, immediately prior to the Settlement (which Settlement shall occur immediately prior to the BCA Closing), in accordance with Section 2(c).
Immediately following the BCA Closing, such Option Seller shall be the beneficial or record owner of the New SPAC Class A Common Shares indicated on Schedule 1 hereto, free and clear of any and all liens, mortgages, pledges, security interests, charges, claims or restrictions, other than those created by this Agreement or as disclosed on Schedule 1.
Subscriber shall have the right, at any time prior to the date (the “Pre-Funding Cutoff Date”) that is five Business Days prior to the BCA Closing, to elect to purchase [some or all of]1 the Notes prior to the date of the BCA Closing by delivering a Pre-Funding Notice (as defined below) in accordance with Section 2(b) (such election, a “Pre Funding Election”).
If the BCA Closing occurs, then, no later than the five (5) Business Days after the BCA Closing (the “BCA Closing Payment Deadline”), Company shall pay, or shall cause to be paid, to BH the balance payable in cash (not the balance payable in Shares) with respect to the BH Invoices issued prior to the BCA Closing, by wire transfer of immediately available funds in U.S. Dollars to the account designated (either in the applicable invoice or otherwise in writing) by BH.