SPAC Merger Effective Time definition
Examples of SPAC Merger Effective Time in a sentence
From and after the SPAC Merger Effective Time, the holders of certificates previously evidencing ownership of M3 Shares and the M3 Shares held in book-entry form issued and outstanding immediately prior to the SPAC Merger Effective Time (collectively, the “M3 Certificates”) shall each cease to have any rights with respect to such shares except as provided herein or required under applicable Law.
Alternatively, M3 may purchase, at or prior to the Closing, and Pubco shall maintain, or cause to be maintained, in effect for a period of six (6) years after the SPAC Merger Effective Time, without lapses in coverage, an extended reporting period or tail insurance policy that affords coverage which is no less favorable in the aggregate to the insured than the coverage provided under M3’s directors’ and officers’ liability insurance policies as of the date of this Agreement.
To the maximum extent permitted by applicable Law, during such six (6)-year period, Pubco shall advance, or caused to be advanced, expenses in connection with such indemnification as provided in M3’s Governing Documents or other applicable agreements as in effect immediately prior to the SPAC Merger Effective Time.
At the SPAC Merger Effective Time, the M3 Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist.
From and after the SPAC Merger Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.4, (i) each M3 Common Share shall solely represent the right to receive the number of Pubco Shares that such M3 Common Share is entitled to receive pursuant to Section 2.1(c)(viii), and (ii) each M3 Warrant shall solely represent the right to receive the Pubco Warrants that such M3 Warrant is entitled to receive pursuant to Section 2.1(c)(ix).
From and after the SPAC Merger Effective Time, each M3 Certificate (other than those representing M3 Shares canceled and extinguished pursuant to Section 2.1(c)(x) below) shall be exchanged for Pubco Shares in book-entry form upon the surrender of such certificate in accordance with Section 2.4.
The Sponsor and the Company shall elect or otherwise cause the Persons designated in accordance with Section 5.16(a) of the Company Disclosure Schedule (which for the avoidance of doubt, may be amended from time to time in accordance with Section 8.3; provided that no such amendment has the effect of materially delaying the effectiveness or the mailing of the Registration Statement/Proxy Statement) to comprise the entire Pubco Board, effective upon the SPAC Merger Effective Time.
At or prior to the SPAC Merger Effective Time, Pubco shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Warrants remain outstanding, a sufficient number of Pubco Class A Common Shares for delivery upon the exercise of such Pubco Warrants.
Following the SPAC Merger Effective Time, the separate existence of SPAC Merger Sub shall cease and M3 shall continue as the surviving company in the SPAC Merger (the “SPAC Surviving Subsidiary”) and a wholly owned Subsidiary of Pubco.