Examples of SPAC Class B Shares in a sentence
As of the date hereof and as of immediately prior to the Closing (1) 2,642,232 SPAC Class A Shares are and will be issued and outstanding, (2) 6,535,000 SPAC Class B Shares are and will be issued and outstanding, (3) no SPAC Preferred Shares are and will be issued and outstanding, (4) 1,140,000 Private Placement Units are and will be issued and outstanding; (5) 12,500,000 Public Warrants are and will be issued and outstanding; and (6) 570,000 private warrants are and will be issued and outstanding.
To the extent any such conversions occur notwithstanding the foregoing sentence, Sponsor shall transfer and/or forfeit SPAC Class B Shares in a manner that results in the other SPAC Stockholders and the Company Shareholders being in the same position economically and otherwise as they would have been in, immediately following the Closing, had such conversions not occurred.
When a meeting of shareholders is held to approve the transactions contemplated in the Merger Agreement, each Sponsor Party will appear at such meeting or otherwise cause the SPAC Class B Shares held by it to be counted as present for the purpose of establishing a quorum at such meeting.
Each Sponsor Party will vote all SPAC Class B Shares that it holds in favor of the transactions contemplated by the Merger Agreement and all other matters set forth in the SPAC Resolution (as defined in the Merger Agreement).
As of the date hereof, assuming the separation of all SPAC Units, SPAC had 20,125,000 SPAC Class A Shares issued and outstanding, 5,031,250 SPAC Class B Shares issued and outstanding and no SPAC Preferred Shares issued or outstanding.
Sections 1, 19(a) and 20 (as it relates to “Original SPAC Class B Shares”) of this Amendment shall be effective as of the conversion of those certain Original SPAC Class B Shares issued and outstanding as of the date of the Business Combination Agreement, which occurred on January 2, 2024.
Prior to Closing, the Sponsor may transfer up to 3,000,000 SPAC Class B Shares held by Sponsor for reduction of any deferred underwriting fees, or to transfer to non-Affiliate third investors providing backstop financing, non-redemption agreements or other financial support in connection with the transactions contemplated by this Agreement, as determined by SPAC in consultation with the Parent (the “Backstop Shares”).
The SPAC Class B Shares will convert into SPAC Class A Shares prior to the Closing on the terms contemplated in this Agreement and without violation of the Organizational Documents of SPAC.
Except for the SPAC Shares and SPAC Warrants set forth on Section 4.6(a) of the SPAC Disclosure Schedules (subject to any SPAC Shareholder Redemption Rights), any SPAC Class A Shares which may be issued upon the conversion of SPAC Class B Shares in accordance with the SPAC Memorandum and Articles of Association, immediately prior to Closing, there shall be no other outstanding Equity Securities of SPAC.
The aggregate number of NewCo Common Shares into which SPAC Class A Shares and SPAC Class B Shares are converted into pursuant to this Section 3.2(c) is referred to herein as the “Merger Consideration”.