SPAC Transaction definition

SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

SPAC Transaction means a merger, acquisition or other business combination involving the Company or VMD Corporation and a SPAC.

SPAC Transaction means the merger, acquisition, contribution, equity purchase or similar reorganization transaction or series of transactions, in which (i) a subsidiary of a special purpose acquisition company merges into the Parent, and (ii) the name of the Parent becomes “Offerpad Holdings LLC”, substantially in accordance with the terms made available and presented to the public on or about the date hereof.

Examples of SPAC Transaction in a sentence

• Promptly following the Divestiture Closing, each of Pubco, Orca Midco and SPAC shall instruct the Escrow Agent to release an amount equal to the Specified SPAC Transaction Expenses to SPAC or such other Person(s) as SPAC shall direct in connection with the settlement of its Expenses.

• On each Interest Payment Date, accrued interest shall be paid entirely in cash; provided that each interest payment made or to be made, as applicable, for the period from and including the Amendment No. 1 Effective Date to but excluding the date of the occurrence of the SPAC Transaction, may, at the option of the Issuer, be paid in kind by capitalizing and adding such accrued interest to the principal of the Notes.

• Equity Valuation The equity valuation ascribed to the Company for the purpose of the De- SPAC Transaction will be US$ 400,000,000 (the “Equity Valuation”)3.

• SPAC Transaction The Company, at its sole discretion, shall receive i) a cash payment of Two Million Dollars (US$ 2,000,000) or ii) SPAC Shares (as defined below) at the Closing of the De-SPAC Transaction.

• Similarly, all principal parties to or involved with any potential SPAC Transaction (including but not limited to advisors, consultants, and investment bankers) shall be authorized and instructed by the Loan Parties to cooperate, regularly consult and be available to discuss with, and respond to the inquiries of, the Agent, the Lenders and their respective representatives, advisors and consultants all matters they may request from time to time concerning any such SPAC Transaction.

More Definitions of SPAC Transaction

SPAC Transaction means a transaction or series of related transactions whereby the Company merges with or into, or otherwise combines with, a publicly listed SPAC or a subsidiary thereof and the Pre-Closing Issued and Outstanding Shares are exchanged for shares of capital stock of the SPAC;

SPAC Transaction means an acquisition, merger or other business combination between Borrower and a SPAC, provided that (i) the surviving entity shall be Borrower, (ii) the transaction shall result in Borrower or a class or series of Borrower’s Equity Interests being listed on a United States national securities exchange, and (iii) Borrower shall have provided twenty (20) Business Days prior written notice of the transaction to Administrative Agent, and the Administrative Agent shall have received copies of the material documents entered into to effect the SPAC Transaction, as Administrative Agent or any Lender may reasonably request, together with any documents that Administrative Agent or any Lender may reasonably request to maintain Agent’s security interest and other rights with respect to Loan Parties and the Collateral pursuant to this Agreement, including the right of the Administrative Agent and the Lenders to consent to any such Business Combination.

SPAC Transaction means a business combination transaction or series of transactions whereby the Parent Entity or a newly formed holding company of the Parent Entity formed to facilitate such transaction or series of transactions is acquired by or combined with any special purpose acquisition company (SPAC) or one or more newly formed merger subsidiaries of such special purpose acquisition company (SPAC), with the purpose of taking, directly or indirectly, the Parent Entity public without going through the traditional initial public offering process. To the extent there is any inconsistency between this definition and the definition of “SPAC Transaction” in any other Loan Document, including, without limitation, the Warrants, this definition shall control. For the sake of clarity, a SPAC Transaction includes the Anticipated SPAC Transaction.

SPAC Transaction shall have the meaning set forth in the Supplement.

SPAC Transaction means any reorganisation, contribution, consolidation or similar business combination with a SPAC or subsidiary of a SPAC which results in another Group Company or shareholders of the Company holding, following completion of the relevant transaction, any of the publicly listed shares (or securities convertible or exchangeable into, or exercisable for, any such publicly listed shares) in the SPAC, any surviving entity in respect of such transaction, or in a Group Company;

SPAC Transaction means any transaction or series of related transactions in which a “special purpose acquisition company” or other “blank check” vehicle with common equity listed for trading on a National Securities Exchange and formed for the purpose of acquiring one or more businesses acquires or merges with or into a GSRP Entity in an initial business combination, including an acquisition of such a vehicle by a GSRP Entity or an acquisition of a GSRP Entity by an entity formed by such a vehicle to act as a parent successor entity to such vehicle, irrespective of the form of transaction.

SPAC Transaction the closing of a transaction contemplated by a business combination agreement between the Company and a special purpose acquisition company that results in the surviving corporation’s common stock being registered and traded on a national securities exchange and such transaction resulted in the Company’s pre-money equity valuation of at least $2 billion.