Permitted SPAC Transaction definition

Permitted SPAC Transaction means that certain acquisition of Borrower by the special purpose acquisition company JAWS Spitfire Acquisition Corporation, a Cayman Islands exempted company, to be reorganized under the laws of Delaware (“JAWS”), pursuant to that certain Business Combination Agreement in effect as of the Effective Date, pursuant to which Borrower will merge with Spitfire Merger Sub, Inc., a Delaware corporation and become a wholly owned subsidiary of Jaws, subject to the following conditions:

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Permitted SPAC Transaction means the consummation of the “Transactions” (as defined in the Permitted SPAC Agreement) and the other transactions contemplated by the Permitted SPAC Transaction Documents so long as: (a) the Total Net Leverage Ratio is equal to or less than 4.50:1.00, calculated on a Pro Forma Basis after giving effect to such transactions and any related transactions, (b) no Specified Default exists immediately prior to or after giving effect to such transactions and (c) the Administrative Agent shall have received, at least 3 Business Days prior to the consummation of such transaction, all documentation and other information required by regulatory authorities under applicable under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, with respect to the Loan Parties in each case to the extent requested by the Administrative Agent in writing at least 10 calendar days prior to the proposed closing date.

Permitted SPAC Transaction means that certain business combination, as defined in the Atlas Registration Statement, of Borrower with a publicly-traded special purpose acquisition company (the “SPAC”), subject to the following conditions:

Examples of Permitted SPAC Transaction in a sentence

Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, other than the Permitted SPAC Transaction (including, without limitation, by the formation of any Subsidiary or pursuant to a Division).
Upon consummation of the Permitted SPAC Transaction, Agent’s security interest in such Collateral as consists of Intellectual Property shall immediately and automatically terminate and any such Intellectual Property shall be released from Agent’s Collateral.
If Borrower adds any new offices or business locations, including warehouses, containing in excess of $100,000 ($500,000 following the Permitted SPAC Transaction) of Borrower’s assets or property, then Borrower will provide notice to Agent and use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent.
The requirements of this Section 5.11(B) shall not apply after the consummation of the Permitted SPAC Transaction.

More Definitions of Permitted SPAC Transaction

Permitted SPAC Transaction means a merger or business combination transaction or a series of related mergers or business combination transactions, involving TFX (prior to the Permitted Reorganization), Holdings (on and after the Permitted Reorganization) or another Credit Party that holds, directly or indirectly, 100% of the equity interests of Holdings or any Affiliate or Subsidiaries thereof, on the one hand, and a publicly traded “special purpose acquisition corporation” or “blank check company” (as defined under the Securities Exchange Act of 1934, as amended, the “SPAC”) or any Affiliate or Subsidiaries thereof, on the other hand, at least a portion of the consideration for which will be securities issued by the ultimate parent company following such transaction; provided, that (i) the equity interests of the ultimate parent company following such transaction is registered with the SEC, and/or is publicly traded on and/or registered with a public securities exchange in the United States, (ii) upon consummation of the Permitted SPAC Transaction, Liquidity shall be not less than Liquidity immediately prior to the consummation of such transaction, and (iii) the value of the Collateral upon consummation of the Permitted SPAC Transaction shall be greater than or equal to the value of the Collateral immediately prior to the consummation of such Permitted SPAC Transaction, including the pledge of the equity of the Borrower.