Examples of SPAC Closing in a sentence
For clarity, the SPAC Closing shall not constitute a Change in Control under the Plan.
The SPAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement.
Any amounts funded by the Sponsor to the SPAC under a Drawdown Request shall not accrue interest and shall be promptly repaid by the SPAC to the Sponsor upon the De- SPAC Closing.
In connection with the the De- SPAC Closing, the Company shall enter into a registration rights agreement with the Investor in substantially the same form as (and for the avoidance of doubt, shall be no less favorable than) any registration rights agreement by and between the SPAC and Perception Capital Partners II LLC, a Delaware limited liability company, who is the sponsor of the SPAC.
If the SPAC Closing does not occur for any reason, or any Purchaser elects to not convert all of the outstanding principal of such Purchaser’s Note, then each such Purchaser receives no Earn-out Shares.
SPAC shall have delivered to the Company a fully executed version of the SPAC Closing Date Certificate.
The Company, and after the SPAC Closing, Black Ridge, will rely on Purchaser’s representations herein as a basis for exemptions from the Securities Act’s registration requirements.
Prior to the Closing, the Company shall have an opportunity to review the SPAC Closing Statement and discuss such statement with the persons responsible for its preparation, and SPAC shall reasonably cooperate with the Company in good faith to timely respond to any questions and consider in good faith any comments regarding the SPAC Closing Statement.
For the avoidance of doubt, if SPAC Closing Cash is equal to or more than $40,000,000, there shall be no Forfeited Shares.
For the avoidance of doubt, if SPAC Closing Cash is equal to or more than $20,000,000, there shall be no Forfeited Dividends.