Common use of First Merger Clause in Contracts

First Merger. (a) At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any Party or the holders of any of the following securities: (b) Each share of Acquiror Class A Common Stock issued and outstanding immediately prior to the First Merger Effective Time shall be cancelled and exchanged for one share of New PubCo Class A Common Stock. (c) Each share of Acquiror Class V Common Stock issued and outstanding immediately prior to the First Merger Effective Time shall be cancelled and exchanged for one share of New PubCo Class V Common Stock. (d) New PubCo shall assume the Acquiror Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the provisions of this Section 2.01(d), and each Acquiror Warrant, to the extent then outstanding and unexercised, shall automatically, without any action on the part of the holder thereof, be cancelled and exchanged for one New PubCo Warrant. Each New PubCo Warrant shall be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former Acquiror Warrant immediately prior to the First Merger Effective Time, except to the extent such terms or conditions are rendered inoperative by the Transactions. (e) Each Acquiror Unit, to the extent then outstanding, shall automatically, without any action on the part of the holder thereof, be cancelled and exchanged for one New PubCo Unit. Each New PubCo Unit shall be comprised of one share of New PubCo Class A Common Stock and one-half of one New PubCo Warrant. (f) If there are any shares of Acquiror Class A Common Stock that are owned by the Acquiror as treasury stock or any Acquiror Class A Common Stock owned by any direct or indirect Subsidiary of Acquiror immediately prior to the First Merger Effective Time, such Acquiror Class A Common Stock shall be cancelled and shall cease to exist without any conversion thereof or payment or other consideration therefor. (g) New PubCo shall become the sole stockholder of the First Surviving Company in accordance with the DGCL.

First Merger. (ai) At the First Merger Effective Time, by virtue the directors of the First Merger and without any action on the part PubCo as of any Party or the holders of any of the following securities: (b) Each share of Acquiror Class A Common Stock issued and outstanding immediately prior to the First Merger Effective Time shall resign and, with effect from and after the Closing, and subject to the PubCo A&R Articles, the PubCo Board (the “Post-Closing PubCo Board”) shall initially consist of seven (7) directors, of whom (A) one (1) shall be cancelled designated by SPAC, (B) three (3) shall be designated by the Company and exchanged for shall include ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and (C) three will qualify as “independent directors” as defined in Nasdaq rules and be eligible to serve on an audit committee, one share (1) of New whom shall be appointed by SPAC, subject to the consent of Hegro (such consent not to be unreasonably withheld, delayed, or conditioned) (collectively, the “Post-Closing PubCo Class A Common StockDirectors”), each Post-Closing PubCo Director to hold office in accordance with the PubCo A&R Articles until his or her respective successor is duly elected or appointed and qualified or his or her earlier death, resignation or removal. ▇▇▇▇▇ ▇▇ shall serve as the chairman of the Post-Closing PubCo Board. For the avoidance of doubt, following the Second Merger Effective Time, nothing in this Section 1.5(a) shall impose or imply any obligations with respect to any future nomination, appointment, designation or election of directors to the Post-Closing PubCo Board, and all future vacancies on the Post-Closing PubCo Board shall be filled in accordance with the PubCo A&R Articles. (cii) Each share At the First Merger Effective Time, the officers of Acquiror Class V Common Stock issued and outstanding PubCo as of immediately prior to the First Merger Effective Time shall be cancelled resign, and, with effect from and exchanged for one share of New PubCo Class V Common Stock. (d) New PubCo shall assume after the Acquiror Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the provisions of this Section 2.01(d)Closing, and each Acquiror Warrant, to the extent then outstanding and unexercised, shall automatically, without any action on the part of the holder thereof, be cancelled and exchanged for one New PubCo Warrant. Each New PubCo Warrant shall be subject to the same terms and conditions (including exercisability termsPubCo A&R Articles, the individuals set forth in Section 1.5(a)(ii) as were applicable to the corresponding former Acquiror Warrant immediately prior to the First Merger Effective Time, except to the extent such terms or conditions are rendered inoperative by the Transactions. (e) Each Acquiror Unit, to the extent then outstanding, shall automatically, without any action on the part of the holder thereof, be cancelled and exchanged for one New PubCo Unit. Each New PubCo Unit Company Disclosure Schedules shall be comprised appointed as the officers of one share of New PubCo Class A Common Stock and one(the “Post-half of one New Closing PubCo Warrant. (f) If there are any shares of Acquiror Class A Common Stock that are owned by the Acquiror as treasury stock or any Acquiror Class A Common Stock owned by any direct or indirect Subsidiary of Acquiror immediately prior Officers”), each Post-Closing PubCo Officer to the First Merger Effective Time, such Acquiror Class A Common Stock shall be cancelled and shall cease to exist without any conversion thereof or payment or other consideration therefor. (g) New PubCo shall become the sole stockholder of the First Surviving Company hold office in accordance with the DGCLPubCo A&R Articles until his or her respective successor is duly appointed and qualified or his or her earlier death, resignation or removal.

First Merger. (a) At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any Party the Company, Parent, Merger Sub Inc. or the holders of any of Equity Interests in the following securitiesCompany, Parent or Merger Sub Inc.: (bi) Each each share of Acquiror Class A Common Stock Stock, par value $0.0001, of the Company (“Company Class A Common Stock”) and each share of Class B Common Stock, par value $0.0001, of the Company (“Company Class B Common Stock” and, together with the Company Class A Common Stock, the “Company Common Stock”) issued and outstanding immediately prior to the First Merger Effective Time Time, other than Excluded Shares and Dissenting Shares, shall be cancelled and exchanged for one share converted into (A) in the case of New PubCo the Company Class A Common Stock. , a number of fully paid and nonassessable shares of Parent Class A Common Stock equal to the Exchange Ratio (cthe “Class A Merger Consideration”) and (B) in the case of the Company Class B Common Stock, a number of fully paid and nonassessable shares of Parent Class B Common Stock equal to the Exchange Ratio (the “Class B Merger Consideration” and, collectively with the Class A Merger Consideration, the “Merger Consideration”), subject to adjustment in accordance with Section 2.02. Each share of Acquiror Class V Company Common Stock that was immediately prior to the First Effective Time represented by a certificate and each uncertificated share of Company Common Stock that immediately prior to the First Effective Time was registered to a holder on the stock transfer books of the Company (other than Excluded Shares and Dissenting Shares) shall cease to be outstanding, shall be canceled and cease to exist and shall thereafter represent only the right to receive the Merger Consideration, without any interest. The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock and delivery of duly executed letters of transmittal in accordance with Section 2.04 will be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, and after the First Effective Time there will be no further registration of transfers on the stock transfer books of the First Merger Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the First Merger Effective Time shall be cancelled and exchanged for one share Time. If, after the First Effective Time, any duly executed letters of New PubCo Class V transmittal with respect to former shares of Company Common Stock. (d) New PubCo shall assume the Acquiror Warrant Agreement and enter into such amendments thereto as Stock are necessary to give effect to the provisions of this Section 2.01(d), and each Acquiror Warrant, to the extent then outstanding and unexercised, shall automatically, without any action on the part of the holder thereof, be cancelled and exchanged for one New PubCo Warrant. Each New PubCo Warrant shall be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former Acquiror Warrant immediately prior presented to the First Merger Effective TimeSurviving Corporation or the Exchange Agent for any reason, except they will be treated in accordance with this Article II. “Exchange Ratio” means a number equal to the extent such terms or conditions are rendered inoperative quotient obtained by dividing (x) the Transactions. product of (eI) Each Acquiror Unit, to the extent then outstanding, shall automatically, without any action on the part of the holder thereof, be cancelled and exchanged for one New PubCo Unit. Each New PubCo Unit shall be comprised of one share of New PubCo Class A Fully Diluted Parent Common Stock and one-half of one New PubCo Warrant(II) 49 by (y) the Fully Diluted Company Common Stock. (f) If there are any shares of Acquiror Class A Common Stock that are owned by the Acquiror as treasury stock or any Acquiror Class A Common Stock owned by any direct or indirect Subsidiary of Acquiror immediately prior to the First Merger Effective Time, such Acquiror Class A Common Stock shall be cancelled and shall cease to exist without any conversion thereof or payment or other consideration therefor. (g) New PubCo shall become the sole stockholder of the First Surviving Company in accordance with the DGCL.