Examples of SPAC Sub in a sentence
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Summary of the Business Combination AgreementOn January 21, 2021, we entered into the Business Combination Agreement with SPAC Sub and the EVgo Parties, which provides for, among other things, (a) the SPAC Contribution, (b) the Holdings Contribution, (c) the SPAC Sub Transfer and (d) the SPAC Sub Contribution.
By: /s/ Nxxxxx Xxxxxxxxxxxxxxxx Name: Nxxxxx Xxxxxxxxxxxxxxxx Title: Director SPAC Sub: Blue Safari Mini Corp.
The SPAC Organizational Documents and the SPAC Sub Organizational Documents are in full force and effect.
The SPAC Sub Interests have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to preemptive rights, and are held by SPAC free and clear of all Liens, other than transfer restrictions under applicable securities Laws and the SPAC Sub Organizational Documents.
SPAC and SPAC Sub shall provide written notice as soon as practicable to each applicable person if SPAC or SPAC Sub intends to withhold any amounts under this Section 2.03 and agree to use commercially reasonable efforts to cooperate with each applicable person to obtain reduction of or relief from such withholding and to resolve any disputes with respect to the requirement to withhold or the amount to be withheld.
SPAC and SPAC Sub shall be entitled to deduct and withhold from any amount payable under this Agreement such amounts as may be required to be deducted and withheld from or with respect to such payment under the Code or other applicable Law relating to Taxes.
SPAC shall have delivered (or will deliver at Closing) to Holdings the documents and deliveries set forth in Section 2.02(b) and (ii) SPAC Sub shall have delivered (or will deliver at Closing) to OpCo the documents and deliveries set forth in Section 2.02(d), in each case, duly executed as applicable.
Except as set forth in Section 4.12 of the SPAC Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of SPAC or SPAC Sub.
For additional information, see “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Agreement.” Tax Receivable AgreementIn connection with the business combination, CRIS and SPAC Sub will enter into the Tax Receivable Agreement with Holdings and an agent to be named by LS Power.