SPAC Class B Share definition
Examples of SPAC Class B Share in a sentence
Immediately after the Second Merger Effective Time, each SPAC Class B Share transferred to Pubco under Section 3.7 shall be converted into a SPAC Class A Share in accordance with SPAC’s Organizational Documents.
Immediately after the Second Merger Effective Time, the Original SPAC Class B Share transferred to Pubco under Section 3.7 shall be converted into a SPAC Class A Share in accordance with SPAC’s Organizational Documents.”.
In consideration for the purchase of each one SPAC Class B Share, Pubco shall issue, and shall deposit with the Exchange Agent for the benefit of the Sponsor Members, and shall cause the Exchange Agent to deliver to the Sponsor Members, one duly authorized, validly allotted, issued, fully paid and nonassessable Pubco Ordinary Share (deemed to have a value of $10.00 per share).
On October 23, 2023, prior to effecting any redemptions in connection with the extension of SPAC’s deadline to consummate its initial Business Combination, SPAC caused each SPAC Class B Share that was held by Sponsor as of such date to be converted into one SPAC Class A Share (the “Sponsor SPAC Share Conversion”).
Following the SPAC Class B Conversion, each SPAC Class B Share shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each former holder of SPAC Class B Shares shall thereafter cease to have any rights with respect to the SPAC Class B Shares; provided, however, no fraction of a SPAC Class A Share will be issued by virtue of the SPAC Class B Conversion.
The Equity Securities set forth in this Section 6.2(a) comprise all of the Equity Securities of SPAC that are issued and outstanding as of the date of this Agreement (without giving effect to SPAC Share Redemptions, the PIPE Investment, the SPAC Class B Share Conversion or the Forfeiture Agreement).
Immediately prior to the Effective Time, each issued and outstanding share of the SPAC Class B Shares shall, in accordance with the SPAC Certificate of Incorporation, be converted automatically into and thereafter represent one SPAC Class A Share pursuant to the SPAC Class B Share Conversion.
Effective as of immediately prior to the Closing, SPAC shall cause SPAC Sponsor to surrender to the SPAC for retirement up to 1,567,000 of the SPAC Founders Shares, such that the SPAC Sponsor will hold 1,308,000 SPAC Founders Shares (the “Retained Shares”) upon the Closing (which includes the one (1) SPAC Class B Share that will convert automatically into a SPAC Class A Share upon the Closing under the Governing Documents of SPAC) (the “Sponsor Share Surrender”).
Following the SPAC Class B Conversion, each SPAC Class B Share shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each former holder of SPAC Class B Shares shall thereafter cease to have any rights with respect to such securities.