SPAC Surviving Entity definition

SPAC Surviving Entity means the parent company resulting from the consummation of the SPAC Acquisition.

SPAC Surviving Entity shall have the meaning set forth in Section 2.3(a).

SPAC Surviving Entity. Section 2.2(a) “Sponsor” Recitals

Examples of SPAC Surviving Entity in a sentence

• The aggregate purchase price for the Membership Interests (the “Purchase Price”) shall be (i) an amount in cash equal to $200,000,000 less the Closing Specified Liabilities (the “Closing Cash Consideration”) and (ii) 10,000,000 shares of SPAC Surviving Entity Common Stock (the “Stock Consideration”).

• At the Closing, Buyer shall, or shall cause the SPAC Surviving Entity to, issue the Stock Consideration to the Members pro rata in accordance with their respective Membership Interests.

• To the extent that amounts are so withheld by the Surviving Company, the Acquisition Entities or the SPAC Surviving Entity (or their Affiliates or Representatives), as the case may be, and timely paid over to the appropriate Tax authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

• The Surviving Company, the Acquisition Entities or the SPAC Surviving Entity (or their Affiliates or Representatives), as applicable, shall use reasonable best efforts to cooperate with such Person to reduce or eliminate any such requirement to deduct or withhold to the extent permitted by Law.

• As a result, following the First Merger, the shares in the SPAC Surviving Entity will be solely held by the shareholders of SPAC.

• Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges and franchises of each of SPAC and New PubCo shall vest in the SPAC Surviving Entity and all debts, liabilities, obligations and duties of each of SPAC and New PubCo shall become debts, liabilities, obligations and duties of the SPAC Surviving Entity.

• Other than in respect of amounts subject to compensatory withholding, the Surviving Company, the Acquisition Entities or SPAC Surviving Entity (or their Affiliates or Representatives) shall use reasonable best efforts to notify the Person in respect of whom such deduction or withholding is expected to be made at least five Business Days prior to making any such deduction or withholding, which notice shall be in writing and include the amount of and basis for such deduction or withholding.

• Each of the Surviving Company, the Acquisition Entities, and the SPAC Surviving Entity (and their Affiliates and Representatives) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or non-U.S. Tax Law.

• Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges of each of SPAC and New PubCo shall vest in the SPAC Surviving Entity and all debts, liabilities, obligations and duties of each of SPAC and New PubCo shall become debts, liabilities, obligations and duties of the SPAC Surviving Entity.

• As a result of the First Merger, the shares in the SPAC Surviving Entity will be solely held by the shareholders of SPAC.