SPAC Consideration definition

SPAC Consideration means, with respect to a Qualifying SPAC Transaction, the cash, securities or other consideration received by the holders of the applicable class or series of Equity Interests of the applicable Borrower Related Entity in exchange for such Equity Interests; provided that, for the avoidance of doubt, SPAC Consideration shall include, and shall factor in, (A) any consideration relating to the aggregate Qualifying IPO Conversion Amount that will be received upon conversion thereof and (B) any cash and other consideration received by all of the holders of Equity Interests in the applicable Borrower Related Entity in order to incentivize such holders, in their capacities as such, to approve the SPAC Transaction or to agree to be party to or bound by any agreement in connection with such SPAC Transaction. In the event that the consideration in any Qualifying SPAC Transaction consists of multiple forms of consideration (whether cash, securities or other consideration or any combination thereof), the applicable amount of each type of consideration to be received by the Lenders shall be proportionate to the amount of each type of such consideration received by holders of Equity Interests in the applicable Borrower Related Entity generally.
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SPAC Consideration means the Surviving Company Class A Ordinary Shares issuable to holders of SPAC Class A Ordinary Shares and SPAC Founders Shares in accordance with Section 3.01(a).
Sample 1
SPAC Consideration means (i) the Holdings Common Shares A issuable to holders of SPAC Class A Ordinary Shares, (ii) the Holdings Common Shares B issuable to holders of SPAC Class B Ordinary Shares, (iii) the Holdings Warrants (or fraction thereof) issuable to holders of SPAC Warrants (or fraction thereof) and (iv) without duplication of the foregoing, the Holdings Units issuable to holders of SPAC Units, in each case in accordance with Section 3.02(a).
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Examples of SPAC Consideration in a sentence

  • In connection with any conversion in connection with a Qualifying SPAC Transaction pursuant to Section 3 of this Addendum 3, Borrower shall cause such conversion to occur in a manner such that the applicable Lender shall receive Conversion Securities at a time and in a form that will entitle such Lender to receive the applicable SPAC Consideration pursuant to the definitive agreement for the applicable Qualifying SPAC Transaction.

  • Holdings shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the SPAC Consideration and the Per Share Consideration out of the Exchange Fund in accordance with this Agreement.

  • In lieu of any fractional share of Surviving Corporation Common Stock to which any holder of SPAC Class A Common Stock, SPAC Founders Shares or Company Common Stock, would otherwise be entitled in connection with the payment of the SPAC Consideration or Per Share Merger Consideration, as applicable, the Exchange Agent shall round up or down to the nearest whole share of Surviving Corporation Common Stock.

  • In lieu of any fractional share of Surviving Corporation Common Stock to which any holder of SPAC Class A Ordinary Shares, SPAC Founders Shares, SPAC Units or Company Common Stock, would otherwise be entitled in connection with the payment of the SPAC Consideration or Per Share Merger Consideration, as applicable, the Exchange Agent shall round up or down to the nearest whole share of Surviving Corporation Common Stock.

  • The SPAC Shares owned by any shareholder of SPAC who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such SPAC under Section 238 of the Cayman Companies Act shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the SPAC Merger Effective Time, the right to receive the applicable SPAC Consideration, without any interest thereon.

  • Holdings shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the SPAC Consideration and the Per Share Merger Consideration out of the Exchange Fund in accordance with this Agreement.

  • In lieu of any fractional share of Surviving Company Ordinary Shares to which any holder of SPAC Class A Ordinary Shares, SPAC Founders Shares or Company Capital Shares, would otherwise be entitled in connection with the payment of the SPAC Consideration or Per Share Merger Consideration, as applicable, the Exchange Agent shall round up or down to the nearest whole share of Surviving Company Ordinary Shares.

  • The SPAC Class A Shares and SPAC Founders Shares owned by any shareholder of the SPAC who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Companies Act shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Initial Merger Effective Time, the right to receive the applicable SPAC Consideration, without any interest thereon.


More Definitions of SPAC Consideration

SPAC Consideration means the shares of Surviving Corporation Common Stock issuable to holders of SPAC Class A Ordinary Shares and SPAC Founders Shares in accordance with Section 3.01(a).
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Related to SPAC Consideration

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Base Consideration has the meaning set forth in Section 1.2.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Scheme Consideration means, in respect of:

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.