SPAC Disclosure Letter definition

SPAC Disclosure Letter has the meaning specified in the introduction to Article V.
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SPAC Disclosure Letter shall have the meaning set forth in the preamble to Article V.
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SPAC Disclosure Letter has the meaning specified in the introduction to Article VI.
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Examples of SPAC Disclosure Letter in a sentence

  • Except as set forth on Section 6.15 of the SPAC Disclosure Letter, SPAC has been and is in compliance with the rules of NYSE and, there has been and there is no Action or proceeding pending or, to the knowledge of SPAC, threatened against SPAC by NYSE or the SEC with respect to any intention by such entity to deregister the SPAC Class A Ordinary Shares or SPAC Public Warrants or terminate the listing of SPAC Class A Ordinary Shares or SPAC Public Warrants on NYSE.

  • Except as disclosed in Section 6.17 of the SPAC Disclosure Letter, SPAC has not engaged in any transactions or entered into any Contract with SPAC Related Parties that would be required to be disclosed in the Registration Statement or Proxy Statement.

  • All references herein to the Company Disclosure Letter and/or the SPAC Disclosure Letter (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.

  • Except as described on Section 5.13 of the SPAC Disclosure Letter, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement based upon arrangements made by such Founder Shareholder for which SPAC or any of its Affiliates may become liable.

  • Section 6.20 of the SPAC Disclosure Letter sets forth a true, correct and complete list of the directors, officers and employees of SPAC.

  • Except for directors’ and officers’ liability insurance policies as disclosed in Section 6.19 of the SPAC Disclosure Letter, SPAC does not maintain any insurance policies.

  • The Company Disclosure Letter and the SPAC Disclosure Letter (including, in each case, any section thereof) referenced herein are a part of this Agreement as if fully set forth herein.

  • During the Interim Period, except as contemplated by this Agreement or the Ancillary Agreements (including as contemplated by the PIPE Investment) as required by Law, as set forth on Section 7.2 of the SPAC Disclosure Letter or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), SPAC shall operate its business in the ordinary course and consistent with past practice.

  • Except as set forth on Section 6.5 of the SPAC Disclosure Letter, SPAC has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it with the SEC since June 10, 2024, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “SPAC SEC Filings”).


More Definitions of SPAC Disclosure Letter

SPAC Disclosure Letter has the meaning specified in the introduction to Article 5.
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SPAC Disclosure Letter is defined in Article IV.
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SPAC Disclosure Letter means the Disclosure Letter delivered by SPAC to the Original Parent concurrently with the execution and delivery of the Original Business Combination Agreement.
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SPAC Disclosure Letter has the meaning specified in Article II.
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SPAC Disclosure Letter means the confidential disclosure letter delivered by SPAC to Florida immediately prior to the execution of this Agreement.
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Related to SPAC Disclosure Letter

  • Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Vendor to the Purchaser with this Agreement.

  • Company Disclosure Letter has the meaning set forth in Article III.

  • Parent Disclosure Schedule means the Parent Disclosure Schedule delivered to the Company on the date of this Agreement.

  • Company Disclosure Schedule means the Company Disclosure Schedule delivered to Parent on the date of this Agreement.

  • Disclosure Schedule has the meaning set forth in Section 3 below.

  • Buyer Disclosure Letter means the disclosure letter delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

  • Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

  • Seller Disclosure Schedule means the disclosure schedule delivered by Seller to Purchaser contemporaneously with the execution and delivery of the Agreement.

  • Seller Disclosure Schedules means the disclosure schedules of Seller delivered by Seller pursuant to this Agreement.

  • Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.