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SPAC Merger Consideration definition

SPAC Merger Consideration has the meaning set forth in Section 2.6(b)(ii).
Sample 1
SPAC Merger Consideration means the sum of all Pubco Class A Ordinary Shares receivable by SPAC Stockholders and SPAC Right Holders pursuant to Section 1.5.
Sample 1Sample 2
SPAC Merger Consideration means, with respect to each SPAC Shareholder or Company Shareholder, as applicable, subject to the terms and conditions of this Agreement, the sum of all Holdco Class A Ordinary Shares receivable by such SPAC Shareholder or Company Shareholder pursuant to Section 2.3(f) (and with respect to each such Company Shareholder, as allocated in accordance with the Payment Spreadsheet).
Sample 1

Examples of SPAC Merger Consideration in a sentence

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

  • No interest will be paid or accrued on the SPAC Merger Consideration (or any portion thereof).

  • From and after the Acquisition Merger Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.9, each SPAC Share shall solely represent the right to receive the SPAC Merger Consideration.

  • The SPAC Merger Consideration shall be adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to NewPubco Ordinary Shares occurring on or after the date hereof and prior to the Acquisition Merger Effective Time.

  • Any portion of the SPAC Merger Consideration remaining unclaimed by the SPAC Shareholders immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of NewPubco free and clear of any claims or interest of any Person previously entitled thereto.


More Definitions of SPAC Merger Consideration

SPAC Merger Consideration shall have the meaning set forth in Section ‎3.2(b).
Sample 1
SPAC Merger Consideration means the TopCo Shares issuable upon the SPAC Merger Effective Time in consideration for the SPAC Class A Shares and SPAC Class B Share pursuant to ‎Section 2.07(a).
Sample 1

Related to SPAC Merger Consideration

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Merger Consideration has the meaning set forth in Section 1.4(a).

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

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • 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).

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

  • Closing Stock Consideration has such meaning as set forth in Section 2.7(b).

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

  • 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.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

Most Referenced Clauses

Most Referenced Definitions