Examples of New SPAC in a sentence
At the effective time of the SPAC Amalgamation, pursuant to Section 9.8 of the SPAC Warrant Agreement, New SPAC and Computershare shall enter into the Amended and Restated Warrant Agreement to reflect that, effective upon consummation of the SPAC Amalgamation, each Public Warrant and Private Placement Warrant will entitle the holder to purchase New SPAC Class A Common Shares in accordance with the terms and subject to the conditions set forth in the Amended and Restated Warrant Agreement.
In consideration of this assignment and assumption, DCRD and Continental shall be released and discharged of all liabilities, duties and obligations to perform under the SPAC Warrant Agreement as of the date hereof, and shall be fully relieved of all liability to New SPAC or Computershare arising out of the SPAC Warrant Agreement.
Continental consents to the assignment and assumption of the SPAC Warrant Agreement from DCRD to New SPAC and wishes to release DCRD from its liabilities, duties and obligations under and in respect of the SPAC Warrant Agreement and DCRD consents to the assignment and assumption of the SPAC Warrant Agreement from Continental to Computershare and wishes to release Continental from its liabilities, duties and obligations under and in respect of the SPAC Warrant Agreement.
The SPAC Board has taken all action necessary so that the restrictions on business combination set forth in Section 203 of the DGCL or any similar restrictions under any foreign Laws will be inapplicable to this Agreement and the Transactions, including the Merger and the issuance of New SPAC Common Stock.
SPAC, Irish Holdco and New SPAC shall have performed or complied in all material respects with all other agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing.
The Warrant Agent may consult with legal counsel (who may be legal counsel for New SPAC), and the opinion or advice of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it in accordance with such opinion or advice.
None of the direct or indirect subsidiaries of the SPAC (not including Irish Holdco or New SPAC) has operations, has generated any revenues or has any liabilities other than those incurred in connection with their organization.
For purposes of the Warrant, in determining the number of outstanding New SPAC Class A Common Shares, the holder may rely on the number of outstanding New SPAC Class A Common Shares as reflected in (1) New SPAC’s most recent Annual Report on Form 20-F, Current Report on Form 6-K or other public filing with the SEC as the case may be, (2) a more recent public announcement by New SPAC or (3) any other notice by New SPAC or Computershare Inc.
New SPAC shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.
SPAC, Irish Holdco and New SPAC acknowledge that neither the Company, the Sellers nor any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company or any Company Subsidiary.