Examples of New SPAC Common Stock in a sentence
Pubco shall use its best efforts to cause all Registrable Securities that are New SPAC Common Stock included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by Pubco are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to Investors holding a majority-in-interest of the Registrable Securities included in such registration.
For the avoidance of doubt, the SPAC shall pay all expenses relating to (a) all SEC and other regulatory filings made in connection with the Proxy Statement and (b) all fees and expenses associated with the initial listing application of the New SPAC Common Stock on the Securities Exchange.
This encapsulates the general view that random reals should be “unpredictable.” Using computable functions, attempts were made to give a definition of randomness in terms of com- putable or partial computable selection procedures.
No dividends or other distributions declared or made after the Effective Time with respect to the New SPAC Common Stock with a record date after the Effective Time shall be paid to the holder of shares of Company Capital Stock with respect to the shares of New SPAC Common Stock represented thereby until the holder of such shares has delivered the Exchange Documents in accordance with Section 3.02(b).
As of the date of this Agreement, no “fair price,” “moratorium,” “control share acquisition” or other anti-takeover statute or similar domestic or foreign Law applies with respect to SPAC or Merger Sub in connection with this Agreement, the Merger, the issuance of New SPAC Common Stock or any of the other Transactions.
In the event that Pubco securities that are convertible into New SPAC Common Stock are included in the offering, the calculations under this Section 2.1.2 shall include such Pubco securities on an as-converted to New SPAC Common Stock basis.
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 shall use its reasonable best efforts to cause its advisors to take a material portion of their fees and expenses in shares of New SPAC Common Stock.
The Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to New SPAC Common Stock occurring on or after the date hereof and prior to the Effective Time.
Each share of Company Common Stock issued in accordance with this Section 3.01(c)(iii) and outstanding immediately prior to the Effective Time (but excluding Company Dissenting Shares) shall automatically be converted into the right to receive the number of shares of New SPAC Common Stock equal to the Exchange Ratio in accordance with Section 3.01(b)(i).