Examples of SPAC Certificate of Incorporation in a sentence
As of the Closing, the obligations of SPAC to dissolve or liquidate within a specified time period as contained in the SPAC Certificate of Incorporation will be terminated and SPAC shall have no obligation whatsoever to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions or otherwise, and no stockholder of SPAC shall be entitled to receive any amount from the Trust Account.
For the avoidance of doubt, the foregoing waiver does not waive the Sponsor’s rights under Section 4.03 of the SPAC Certificate of Incorporation, that provide that in no event may any Class B Common Stock convert into shares of Class A Common Stock at a ratio that is less than one-for-one.
Sponsor hereby waives the provisions of Section 4.3(b)(ii) of the SPAC Certificate of Incorporation relating to the adjustment of the Initial Conversion Ratio (as defined in the SPAC Certificate of Incorporation) in connection with the Transactions.
As of the Effective Time, the obligations of the SPAC to dissolve or liquidate within a specified time period as contained in the SPAC Certificate of Incorporation will be terminated and the SPAC shall have no obligation whatsoever to dissolve and liquidate the assets of the SPAC by reason of the consummation of the Merger or otherwise, and no stockholder of the SPAC shall be entitled to receive any amount from the Trust Account.
If you are a trustee and sign this Agreement as trustee of a trust: This Agreement and any Lender Arrangement will bind you both personally and as trustee of the trust.Where you sign this Agreement as trustee, as trustee you are not liable to pay amounts you owe in your own right or as trustee of another trust.
Each Stockholder, severally and not jointly, agrees that it shall not, without SPAC’s prior written consent, directly or indirectly, sell, assign, transfer or otherwise dispose of any shares of SPAC Common Stock at any time between the date of this Agreement and the earlier of (a) the expiration of the Redemption Rights pursuant to the SPAC Certificate of Incorporation, or (b) the termination of this Agreement in accordance with its terms.
The SPAC Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in the SPAC Certificate of Incorporation shall not apply to this Agreement, any Ancillary Agreement or any of the other Transactions.
As promptly as practicable following the SPAC’s adoption of the Amended and Restated SPAC Certificate of Incorporation, the SPAC will file the Certificate of Designation with the Secretary of State of the State of Delaware and effect the issuance of the SPAC Series A Preferred Stock pursuant to the PIPE Investment, the Company Bridge Notes and SPAC Exchange Offer.
Holder: Name of Holder: By: Name: Title: Number of Series A Common Stock and Options: Address for Notice: Email: Exhibit D Form of Amended and Restated SPAC Certificate of Incorporation (attached) SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATLANTIC COASTAL ACQUISITION CORP.
Since January 13, 2022, SPAC has not released any money from the Trust Account (other than (i) interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement and (ii) funds pursuant to stockholder redemptions in connection with the amendment to the SPAC Certificate of Incorporation on April 18, 2023).