SPAC Restructuring definition

SPAC Restructuring means the transactions set forth in that certain Business Combination Agreement, dated as of December 20, 2021 (the “Business Combination Agreement”), pursuant to which Mondee Holdings II, Inc., a Delaware corporation shall effectuate certain restructuring transactions with the ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (“Ithax”), Ithax Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of Ithax (“Merger Sub I”), and Ithax Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ithax (“Merger Sub II”), as follows: (a) Ithax shall domesticate as a Delaware corporation, as more fully described in the Business Combination Agreement (the “Domestication”, and Ithax after the Domestication shall be hereinafter referred to as “New Mondee”), (b) Merger Sub I will merge with and into Holdings II, with Holdings II surviving such merger as a wholly owned subsidiary of New Mondee (the “First Merger”), (c) immediately following the First Merger, Holdings II shall merge with and into Merger Sub II, with Merger Sub II surviving such merger as a wholly owned subsidiary of New Mondee (the “Second Merger”, and together with the First Merger, the “Mergers”), (d) New Mondee will change its name to “Mondee Holdings, Inc.”, a Delaware corporation (“New Parent”), (e) Merger Sub II will change its name to “Mondee Holdings II, LLC”, a Delaware limited liability company (“New Mondee Holdings II”), and (f) Mondee Holdings, LLC will distribute the shares of “Mondee Holdings, Inc.” received in connection with the consummation of the Business Combination Agreement to its members in accordance with the procedures adopted by the Board of Managers of Mondee Holdings, LLC and, following the full distribution of such shares of “Mondee Holdings, Inc.”, dissolve, so that after giving effect thereto, (i) New Parent owns 100% of New Mondee Holdings II and (ii) New Mondee Holdings II owns 100% of Mondee, Inc..
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SPAC Restructuring means the transactions set forth in that certain Business Combination Agreement, dated as of December 20, 2021 (the “Business Combination Agreement”), pursuant to which Mondee Holdings II, Inc., a Delaware corporation shall effectuate certain restructuring transactions with the ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (“Ithax”), Ithax Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of Ithax (“Merger Sub I”), and Ithax Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ithax (“Merger Sub II”), as follows:
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Examples of SPAC Restructuring in a sentence

  • Notwithstanding the foregoing, the Borrowers shall be required to provide prior written notice to the Administrative Agent of any prepayment of the Term Loan to be made with proceeds of the SPAC Restructuring (other than the SPAC Prepayment Amount) (such notice, the “SPAC Prepayment Notice”) and such SPAC Prepayment Notice shall be (1) irrevocable and (2) delivered to the Administrative Agent at least one (1) day (but not less than 24 hours) prior to the proposed SPAC Effective Date.

  • Upon the consummation of the SPAC Restructuring on or about the Amendment No. 7 Effective Date (a) references in the Financing Agreement and the other Loan Documents to (i) Mondee Holdings, LLC as the “Parent” shall be replaced with Mondee Holdings, Inc.

  • If the SEC (or its staff) requests or requires any opinion on the Intended Tax Treatment of the SPAC Restructuring or other tax consequences to SPAC Shareholders, SPAC shall cause such opinion (as so required or requested) to be provided by Winston & S▇▇▇▇▇ LLP (“Winston”).

  • Prior to or substantially concurrently with the Amendment No.7 Effective Date, the SPAC Restructuring shall have been consummated, on terms and conditions satisfactory to the Agent and the Lenders.

  • Notwithstanding the foregoing, the Borrowers shall be required to provide prior written notice to the Administrative Agent of any prepayment of the Term LoanLoans to be made with proceeds of the SPAC Restructuring (other than the SPAC Prepayment Amount) (such notice, the “SPAC Prepayment Notice”) and such SPAC Prepayment Notice shall be (1) irrevocable and (2) delivered to the Administrative Agent at least one (1) day (but not less than 24 hours) prior to the proposed SPAC Effective Date.