SPAC Merger Agreement definition

SPAC Merger Agreement has the meaning specified therefor in the definition of “Qualified SPAC Transaction”.

SPAC Merger Agreement means the Business Combination Agreement, dated as of June 16, 2021, by and among BCP QualTek HoldCo, LLC, BCP QualTek, LLC and the other parties thereto, as amended, restated, amended and restated, waived, supplemented or otherwise modified from time to time.

SPAC Merger Agreement that certain Agreement and Plan of Merger, dated as of November 10, 2021, among E La Carte, Inc., the Parent, Ventoux Merger Sub I Inc. and Ventoux Merger Sub II LLC, as amended on April 1, 2022 and July 25, 2022, as in effect on the date hereof or as later amended, restated, supplemented or otherwise modified with the consent of the Agent, in its Permitted Discretion. Presto Credit Agreement 22

Examples of SPAC Merger Agreement in a sentence

• The SPAC Transactions shall have been consummated in all material respects in accordance with the terms of the SPAC Merger Agreement, without giving effect to any modifications, amendments, supplements, consents, waivers or requests that are materially adverse to the interests of the Lenders.

• The parties acknowledge and agree that the Contemplated Transactions constitute a “Change in Control” for all purposes of Section 3.09(j) of the SPAC Merger Agreement, the applicable provisions of the award agreement pursuant to which each Company Earnout Award was issued and Section 4(a)(iv) of the Sponsor Support Agreement, and in connection therewith, all Company Earnout Shares shall be treated as set forth in this Section 2.08(a).

• Immediately prior to the First Effective Time, the Company shall issue a number of Company Shares comprising the maximum number of SPAC Merger Earnout Shares issuable under Section 3.09(j) of the SPAC Merger Agreement in settlement of outstanding Company Earnout RSUs in accordance with the terms of the SPAC Merger Agreement and the applicable award agreement in respect of which each such Company Earnout RSU was granted.

• Immediately prior to the First Effective Time, the Company shall issue a number of Company Shares comprising the maximum number of SPAC Merger Earnout Shares issuable in connection with Section 3.09(j) of the SPAC Merger Agreement to the Persons entitled thereto (other than Company Shares issuable in settlement of outstanding Company Earnout RSUs, which are the subject of Section 2.08(a)(iii)), in accordance with the terms of the SPAC Merger Agreement.

• For the avoidance of doubt, the Borrower and the Lender acknowledge and agree that the consummation of the Redomestication Merger and the SPAC Merger may not occur, and the failure of such transactions to consummate under the SPAC Merger Agreement shall not constitute a Default or an Event of Default under this Agreement.

More Definitions of SPAC Merger Agreement

SPAC Merger Agreement the agreement and plan of merger dated as of January 25, 2021, by and among ION Acquisition Corp. 1 Ltd., a Cayman exempted company (“ION”), and Toronto Sub Ltd., a Cayman exempted company and wholly owned subsidiary of the Company (“Merger Sub”).

SPAC Merger Agreement means an agreement, approved as to form and substance and in writing by Agent prior to the execution thereof with respect to a business combination transaction between SPAC Entity (or a wholly owned subsidiary of such SPAC Entity) and Borrower or Unifund Holdings Inc. (or such other Person formed by Borrower or Unifund Holdings, LLC for the purpose of a entering into a SPAC Transaction) (x) pursuant to which Borrower or Unifund Holdings Inc. (or such other person formed by Borrower or Unifund Holdings, LLC for the purpose of entering into a SPAC Transaction) receives, on or prior to the SPAC Deadline, (1) an amount of common stock of the continuing public company which results from such business combination transaction, which such common stock is listed for trading on The Nasdaq Capital Market, The New York Stock Exchange or other national securities exchange approved by Agent, and which results in the Loan Parties owning, on an economic and voting basis, a percentage of the continuing public company equity, and (2) an amount of SPAC Transaction Consideration, in each case acceptable to Agent, and (y) containing other terms and conditions, including but not limited to board representation, aggregate post-transaction indebtedness, post-de-SPAC lock-up periods, employee compensation and earnout plans and due diligence provisions, satisfactory to Agent.

SPAC Merger Agreement means that certain Agreement and Plan of Merger, dated as of March 22, 2021, by and among the Company (formerly known as Chardan Healthcare Acquisition 2 Corp.), CHAQ2 Merger Sub, Inc., a Delaware corporation, and Renovacor Holdings, Inc. (formerly known as Renovacor, Inc.).

SPAC Merger Agreement means that certain Agreement and Plan of Merger dated as of October 21, 2020, by and among the Company, Acamar Partners Sub, Inc. and CarLotz, Inc.

SPAC Merger Agreement means that certain Agreement and Plan of Merger dated as of November 30, 2017, by and among Forum Merger Corporation, a Delaware corporation, FMC Merger Subsidiary Corp., a Delaware corporation, FMC Merger Subsidiary LLC, a Delaware limited liability company, Clearlake Capital Management III, L.P., a Delaware limited partnership, and C1 Investment.

SPAC Merger Agreement means that certain Agreement and Plan of Merger, dated as of December 18, 2022 (and as in effect on the Effective Dateas amended, restated, amended and restated or otherwise modified from time to time), by and among Edify Acquisition Corp., a Delaware corporation, Edify Merger Sub, Inc., a Nevada corporation, and the Parent.

SPAC Merger Agreement means that certain Agreement and Plan of Merger, dated as of August 3, 2020, by and among the Company, GTCR Ultra-Holdings II, LLC, a Delaware limited liability company, Parent, FinTech III Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Holdings, FinTech Acquisition Corp. III, a Delaware corporation, GTCR/Ultra Blocker, Inc., a Delaware corporation and GTCR Fund XI/C LP, a Delaware limited partnership, as amended or modified.