Examples of SPAC Merger Sub in a sentence
On or prior to the date of this Agreement, Merger Sub has, in accordance with the provisions of the DGCL, executed and filed a certificate of ownership and merger (the “Pre-Signing Certificate of Merger”) with the Secretary of State of the State of Delaware pursuant to which each of Denali SPAC Holdco, Inc., a Delaware corporation, Denali SPAC Merger Sub, Inc., a Delaware corporation, and Longevity Merger Sub, Inc., a Delaware corporation, will merge with and into Merger Sub.
Such Founder Holder understands and acknowledges that SPAC, Merger Sub and the Company are entering into the Business Combination Agreement in reliance upon such Founder Holder’s execution and delivery of this Agreement.
Each Founder Holder acknowledges that SPAC, Merger Sub and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character.
Each of the Company, SPAC, Merger Sub, and their respective agents shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Tax Law.
Upon formation, the authorized share capital of SPAC Merger Sub shall consist of 1,000 shares of common stock, par value US$0.01 per share, of which one (1) share of common stock (the “Merger Sub Share”) shall be issued and outstanding as of such date.
At the Effective Time and subject to and upon the terms and conditions of this Agreement and in accordance with the applicable provisions of the DGCL, SPAC Merger Sub and SPAC shall consummate the SPAC Merger, pursuant to which SPAC Merger Sub shall be merged with and into SPAC, following which (a) the separate corporate existence of SPAC Merger Sub shall cease, (b) SPAC shall continue as the surviving corporation in the SPAC Merger, and (c) SPAC shall become a wholly-owned subsidiary of Holdings.
Such Shareholder understands and acknowledges that SPAC, Merger Sub and the Company are entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement.
At the Effective Time, each share of common stock of SPAC Merger Sub outstanding immediately prior to the Effective Time shall be converted into an equal number of shares of common stock of SPAC Surviving Subsidiary, with the same rights, powers and privileges as the shares so converted, and such shares shall constitute the only outstanding shares of capital stock of SPAC Surviving Subsidiary.
Each of Holdco, SPAC, Merger Sub I, Merger Sub II, Surviving Corporation and the Company shall report the Mergers consistently with the Intended Tax Treatment unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.
Each Shareholder acknowledges that SPAC, Merger Sub and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character.