Examples of Merger 1 Effective Time in a sentence
The Warrant Agent hereby consents to (i) the assignment of the Warrant Agreement and the Warrants by the Company to Pubco pursuant to Section 1.01 hereof and the assumption of the Warrant Agreement and the Warrants by Pubco from the Company pursuant to Section 1.01 hereof, in each case effective as of the Merger 1 Effective Time, and (ii) the continuation of the Warrant Agreement (as amended hereby), in full force and effect from and after the Merger 1 Effective Time.
At the Merger 1 Effective Time, each share of Merger Sub 1 Common Stock issued and outstanding immediately prior to the Merger 1 Effective Time shall automatically convert into one share of common stock of Merger 1 Surviving Corporation and constitute the only issued and outstanding capital stock of Merger 1 Surviving Corporation.
All references to “Business Combination” in the Warrant Agreement (including all Exhibits thereto) shall be references to the transactions contemplated by the Merger Agreement, and references to “the completion of an initial Business Combination” and all variations thereof in the Warrant Agreement (including all Exhibits thereto) shall be references to the Merger 1 Effective Time.
Each Four Leaf Warrant outstanding immediately prior to the Merger 1 Effective Time shall, at the Merger 1 Effective Time, cease to be a warrant with respect to Four Leaf Class A Common Stock and shall be assumed by Pubco and converted into a warrant to purchase one Pubco Class Ordinary Share pursuant to the Warrant Assumption Agreement (each, a “Pubco Warrant”).
As of and with effect on and from the Merger 1 Effective Time, the Company hereby assigns to Pubco all of the Company’s right, title and interest in and to the Warrant Agreement and the Warrants (as amended hereby), and Pubco hereby assumes the obligations of the Company under the Warrant Agreement and the Warrants (as amended hereby) arising on, from and after the Merger 1 Effective Time.
Each Pubco Warrant shall continue to have and be subject to substantially the same terms as were applicable to such Four Leaf Warrant in effect immediately prior to the Merger 1 Effective Time under the terms of the Warrant Agreement (including any repurchase rights and cashless exercise provisions) in accordance with the provisions of the Warrant Assumption Agreement.
Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Merger 1 and substantially contemporaneous occurrence of the Merger 1 Effective Time and shall automatically be terminated and shall be null and void if the Merger Agreement shall be terminated for any reason in accordance with the terms therein.
As of the Merger 1 Effective Time, each holder of Merger Sub 1 Common Stock shall cease to have any other rights in and to Merger Sub 1.
This Support Agreement shall automatically terminate, without any notice or other action by any Party, upon the earlier of (a) the Merger 1 Effective Time; and (b) the termination of the Merger Agreement prior to the Merger 1 Effective Time in accordance with its terms.
At or prior to the Merger 1 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 Class A Ordinary Shares for delivery upon the exercise of Pubco Warrants after the Merger 1 Effective Time.