Examples of SPAC New Common Shares in a sentence
The SPAC’s initial listing application with the Stock Exchange in connection with the Transactions shall have been conditionally approved and, immediately following the Effective Time, the SPAC shall satisfy any applicable initial and continuing listing requirements of the Stock Exchange, and the SPAC New Common Shares issued in connection with the Transactions shall have been approved for listing on the Stock Exchange.
Prior to the Closing, the SPAC shall use its reasonable best efforts to cause the SPAC New Common Shares to be issued in connection with the Transactions to be approved for listing on the Stock Exchange, including by submitting, prior to the Closing, an initial listing application with the Stock Exchange (the “Stock Exchange Listing Application”) with respect to such shares, subject to official notice of issuance.
The Company shall not, except with the prior written consent of the SPAC (prior to the Closing) (such consent not to be unreasonably withheld, conditioned or delayed), make any payment or deliver any consideration (including Company Shares or SPAC New Common Shares) with respect to, settle, or offer or agree to settle, any such demands.
In such event, the ESPP will provide that the SPAC New Common Shares reserved for issuance thereunder will automatically increase annually on the first day of each fiscal year beginning with the 2025 fiscal year by an amount equal to one percent (1%) of the number of SPAC New Common Shares outstanding on the last day of the immediately preceding fiscal year on a fully diluted basis or such lesser amount as determined by the administrator of the ESPP.
The SPAC New Common Shares shall have been approved for listing on NASDAQ.
All fractional SPAC New Common Shares shall be rounded to the nearest integral number of SPAC New Common Shares.
SPAC shall satisfy all applicable initial and continuing listing requirements of NASDAQ, and shall use its reasonable best efforts to (a) remain listed as a public company on the NASDAQ from the date hereof through the Closing and (b) cause the SPAC New Common Shares issuable in accordance with this Agreement to be approved for listing on NASDAQ, in each case as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Merger Effective Time.
Each Company Common Share (excluding any Dissenting Shares, and the Company Common Shares cancelled and extinguished pursuant to Section 1.1(f)(ii)), issued and outstanding as of immediately prior to the Merger Effective Time shall be automatically canceled and extinguished and converted into the right to receive the corresponding number of SPAC New Common Shares based on the Exchange Ratio.
No fractional SPAC New Common Shares shall be issued to holders of Company Common Shares.
The Company shall not, except with the prior written consent of the SPAC (prior to the Closing) (such consent not to be unreasonably withheld, conditioned or delayed), make any payment or deliver any consideration (including Company Common Shares or SPAC New Common Shares) with respect to, settle or offer or agree to settle any such demands.