SPAC Amalgamation Effective Time definition

SPAC Amalgamation Effective Time has the meaning ascribed thereto in the Plan of Arrangement.
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SPAC Amalgamation Effective Time means 12:01 a.m. (Pacific Time) on the Closing Date, or such other time on the Closing Date as the Parties mutually agree in writing before the Closing Date.
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SPAC Amalgamation Effective Time means the effective time of the SPAC Amalgamation.
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Examples of SPAC Amalgamation Effective Time in a sentence

  • Prior to and at the SPAC Amalgamation Effective Time, SPAC shall take all corporate action reasonably necessary to effect the transactions contemplated by this Section 2.10(a) in accordance with the SPAC Governing Documents, including delivering all required notices and obtaining all necessary approvals and consents.

  • At the SPAC Amalgamation Effective Time, notwithstanding clause (ii) above or any other provision of this Agreement to the contrary, any SPAC Shares owned by SPAC as treasury shares immediately prior to the SPAC Amalgamation Effective Time, and any SPAC Shares owned by Pubco immediately prior to the SPAC Amalgamation Effective Time (“Cancelled SPAC Shares”) shall be canceled and shall cease to exist without any conversion thereof or payment therefor.

  • At all times prior to the SPAC Amalgamation Effective Time, Pubco shall not have any assets, liabilities or obligations of any nature or any tax attributes, other than (i) those set forth under the Pubco Governing Documents (including its costs of formation), and (ii) pursuant to this Agreement, the Ancillary Agreements and the Transactions.

  • Commencing at the SPAC Amalgamation Effective Time, the Parties shall give effect to and carry out the steps, actions and transactions to be carried out by them pursuant to the Plan of Arrangement.

  • During the Interim Period, each of the Parties shall use its commercially reasonable efforts to have the Pubco Common Shares and the Pubco Warrants listed on Nasdaq, effective as of the SPAC Amalgamation Effective Time.

  • At all times prior to the SPAC Amalgamation Effective Time, no other Equity Securities of Pubco shall be issued or outstanding.

  • Prior to the SPAC Amalgamation Effective Time, SPAC shall take all reasonable steps as may be required or permitted to cause any acquisition or disposition of the Beneficial Ownership of any SPAC Securities that occurs or is deemed to occur by reason of or pursuant to the Transactions by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to SPAC to be exempt under Rule 16b-3 promulgated under the Exchange Act.

  • At the SPAC Amalgamation Effective Time, and immediately following the division of each SPAC Unit in accordance with ‎Section 2.10(a)(i), each SPAC Share that is issued and outstanding immediately prior to the SPAC Amalgamation Effective Time (other than any Cancelled SPAC Shares) shall automatically be cancelled and shall cease to exist in exchange for the right to receive one validly issued, fully paid and nonassessable Pubco Common Share.

  • Prior to and at the SPAC Amalgamation Effective Time, Pubco shall take all corporate action reasonably necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Assumed SPAC Warrants remain outstanding, a sufficient number of Pubco Common Shares for delivery upon the exercise of such Pubco Assumed SPAC Warrants.


More Definitions of SPAC Amalgamation Effective Time

SPAC Amalgamation Effective Time. ‎ has the meaning ascribed thereto in Section 3.1(a);
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Related to SPAC Amalgamation Effective Time

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • Merger has the meaning set forth in the Recitals.

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • First Effective Time has the meaning specified in Section 2.02.

  • Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

  • Effective Time has the meaning set forth in Section 2.2.

  • Amalgamating Corporations means both of them;

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

  • Amalgamation means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Second Effective Time has the meaning specified in Section 2.02.

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;

  • Merger Agreement has the meaning set forth in the Recitals.

  • Merger Effective Date means the date on which the Merger is consummated.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.