SPAC Merger Effective Time definition
Examples of SPAC Merger Effective Time in a sentence
At and after the SPAC Merger Effective Time, the Merger shall have the effects set forth in this Agreement, the Plan of Merger and the applicable provisions of the Cayman Companies Law.
The Acquisition Merger shall become effective at Closing, immediately prior to the SPAC Merger Effective Time.
Notwithstanding any other provision of this Agreement to the contrary, if there are any SPAC Shares that are owned by SPAC as treasury shares or any SPAC Shares owned by any direct or indirect Subsidiary of SPAC immediately prior to the SPAC Merger Effective Time, such SPAC Shares shall automatically be cancelled and shall cease to exist without any conversion thereof or payment or other consideration therefor.
Each SPAC Share subject to the SPAC Shareholder Redemption issued and outstanding immediately prior to the SPAC Merger Effective Time shall automatically be cancelled and cease to exist and shall thereafter represent only the right to be paid a pro rata share of the SPAC Shareholder Redemption amount in accordance with the SPAC Articles of Association.
The Warrant Agent hereby consents to (i) the assignment of the Existing Warrant Agreement by SPAC to the Company pursuant to Section 1.1 and the assumption of the Existing Warrant Agreement by the Company from SPAC pursuant to Section 1.1, in each case effective as of the SPAC Merger Effective Time, and (ii) the continuation of the Existing Warrant Agreement (as amended by this Agreement), in full force and effect from and after the SPAC Merger Effective Time.
The Warrant Agent hereby consents to (i) the assignment of the Existing Warrant Agreement by the SPAC to Holdco pursuant to this Section 1 and the assumption of the Existing Warrant Agreement by Holdco from the SPAC pursuant to Section 1 hereof, in each case effective as of the SPAC Merger Effective Time, and (ii) the continuation of the Existing Warrant Agreement (as amended hereby), in full force and effect from and after the SPAC Merger Effective Time.
As of and with effect on and from the SPAC Merger Effective Time, (i) the SPAC hereby assigns to Holdco all of the SPAC’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby), and (ii) Holdco hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the SPAC’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising on, from and after the SPAC Merger Effective Time.
At or prior to the SPAC Merger Effective Time, NewPubco and SPAC shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the SPAC Warrants in accordance with this subsection.
Subject to Section 2.6(h), each SPAC Warrant that is outstanding and unexercised immediately prior to the SPAC Merger Effective Time shall cease to represent a SPAC Warrant in respect of SPAC Shares and shall be assumed by NewPubco and automatically be converted into a warrant to acquire NewPubco Ordinary Shares (each, an “Assumed SPAC Warrant”).
Prior to the SPAC Merger Effective Time, SPAC shall not, except with the prior written Consent of NewPubco, voluntarily make any offers or agree to any payment with respect to any exercise by a shareholder of its rights to dissent from the SPAC Merger or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.