Common use of Settled Claims Clause in Contracts

Settled Claims. In connection with the restructuring and reorganization of ScanTech, subject to the terms and conditions of this Agreement, Aegus hereby agrees to terminate the Consulting Agreement at the consummation of the merger as described in the BCA and to accept in lieu of and in exchange for the compensation obligations set forth in the Consulting Agreement, as follows: (a) The number of ScanTech Series B Membership Units which, when exchanged at the closing of the Transaction (hereinafter the “Closing”) will result in the issuance and transfer to Aegus of 130,000 shares of the common stock of Pubco (the “Pubco Common Stock”) in accordance with the BCA, which shares shall be covered by and registered as at the date of issue on the Form S-4 Registration Statement (as defined in the BCA), and (b) An additional 70,000 shares of PubCo Common Stock shall be issued to and received by Aegus and shall be registered by a subsequent Form S-1 Registration statement by PubCo which shall be filed by PubCo with the SEC no later than 45 days following the consummation of the Business Combination, unless otherwise agreed by the parties.

Appears in 2 contracts

Sources: Settlement Agreement (ScanTech AI Systems Inc.), Settlement Agreement (ScanTech AI Systems Inc.)

Settled Claims. In connection with the restructuring and reorganization of ScanTech, subject to the terms and conditions of this Agreement, Aegus MGP hereby agrees to terminate the Consulting Agreement at the consummation of the merger as described in the BCA and to accept in lieu of and in exchange for the compensation obligations set forth in the Consulting Agreement, as follows: (a) The number of ScanTech Series B Membership Units which, when exchanged at the closing of the Transaction (hereinafter the “Closing”) will result in the issuance and transfer to Aegus MGP of 130,000 150,000 shares of the common stock of Pubco (the “Pubco Common Stock”) in accordance with the BCA, which shares shall be covered by and registered as at the date of issue on the Form S-4 Registration Statement (as defined in the BCA), and (b) An additional 70,000 75,000 shares of PubCo Common Stock shall be issued to and received by Aegus MGP and shall be registered by a subsequent Form S-1 Registration statement by PubCo Pub Co which shall be filed by PubCo with the SEC no later than 45 days following the consummation of the Business Combination, unless otherwise agreed by the parties.

Appears in 1 contract

Sources: Settlement Agreement (ScanTech AI Systems Inc.)

Settled Claims. In connection with the restructuring and reorganization of ScanTech, subject to the terms and conditions of this Agreement, Aegus MGP hereby agrees to terminate the Consulting Agreement at the consummation of the merger as described in the BCA and to accept in lieu of and in exchange for the compensation obligations set forth in the Consulting Agreement, as follows:: ​ (a) The number of ScanTech Series B Membership Units which, when exchanged at the closing of the Transaction (hereinafter the “Closing”) will result in the issuance and transfer to Aegus MGP of 130,000 150,000 shares of the common stock of Pubco (the “Pubco Common Stock”) in accordance with the BCA, which shares shall be covered by and registered as at the date of issue on the Form S-4 Registration Statement (as defined in the BCA), andand ​ (b) An additional 70,000 75,000 shares of PubCo Common Stock shall be issued to and received by Aegus MGP and shall be registered by a subsequent Form S-1 Registration statement by PubCo Pub Co which shall be filed by PubCo with the SEC no later than 45 days following the consummation of the Business Combination, unless otherwise agreed by the parties.. ​ ​ ​ ​ ​

Appears in 1 contract

Sources: Settlement Agreement (ScanTech AI Systems Inc.)