SPAC Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of securities of SPAC or Holdings, after giving effect to the Unit Separation referred to in Section 1.6(a), each SPAC Share that is issued and outstanding immediately prior to the Merger Effective Time (other than any Excluded Shares and Redeeming SPAC Shares) shall thereupon be converted into, and the holder of such SPAC Share shall be entitled to receive, the Per Share Merger Consideration. All of the SPAC Shares converted into the right to receive the Per Share Merger Consideration pursuant to this Section 1.6(b) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the Merger Effective Time, and each holder of a certificate previously representing any such SPAC Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the Per Share Merger Consideration into which such SPAC Shares shall have been converted in the Merger.
SPAC Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of SPAC Shares (but subject to the Sponsor Letter Agreement), each SPAC Share (excluding, for the avoidance of doubt, any Excluded SPAC Shares, Redeeming SPAC Shares and Dissenting SPAC Shares) that is issued and outstanding immediately prior to the Effective Time (collectively, the “Eligible SPAC Shares”) shall be converted automatically into, and the holders of such Eligible SPAC Shares shall be entitled to receive from the Exchange Agent, for each Eligible SPAC Share, one (1) Company Ordinary Share after giving effect to the Capital Restructuring (the “Merger Consideration”), following which all Eligible SPAC Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. As of the Effective Time, the holders of Eligible SPAC Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Eligible SPAC Shares, except as provided herein or under applicable Law.
SPAC Shares. At the Effective Time, the SPAC shall issue or cause to be issued to certain holders of SPAC Shares such number of additional SPAC Shares as set forth on Exhibit A.
SPAC Shares. At the Effective Time, each issued and outstanding SPAC Share (other than any Excluded Shares and after giving effect to the SPAC Stockholder Redemption) shall be automatically converted into and exchanged for the right to receive from the Exchange Agent, for each SPAC Share, one (1) Company Common Share after giving effect to the Stock Split (the “Merger Consideration”), following which, each SPAC Share shall no longer be outstanding and shall automatically be canceled and shall cease to exist by virtue of the Merger and each former holder of SPAC Shares shall thereafter cease to have any rights with respect to the SPAC Shares, except as provided herein or by Applicable Law. The Company shall use reasonable best efforts to cause the Company Common Shares issued pursuant to this Section 2.8(b) to be issued in book-entry form as of the Effective Time. In respect of the issuance of Company Common Shares pursuant to this Section 2.8(b), an amount shall be added to the capital of the Company Common Shares equal to the lesser of (i) the aggregate fair market value of such Company Common Shares at the Effective Time and (ii) an amount (but no less than zero) equal to (A) the amount by which the aggregate fair market value of the assets of the Surviving Company at the Effective Time (excluding any proceeds attributable to PIPE Shares issued by SPAC to PIPE Investors which are exchanged for Company Common Shares pursuant to the applicable Subscription Agreements) exceeds the aggregate amount of the liabilities of the Surviving Company at the Effective Time minus (B) the amount by which the aggregate fair market value of the assets of Merger Sub immediately prior to the Effective Time exceeds the aggregate amount of the liabilities of Merger Sub immediately prior to the Effective Time.
SPAC Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of securities of SPAC or Holdings, after giving effect to the Unit Separation referred to in Section 1.6(a), each SPAC Class A Common Stock (other than any Excluded Shares and Redeeming SPAC Shares) and each SPAC Class B Common Stock, in each case, which is issued and outstanding immediately prior to the Merger Effective Time, shall thereupon be converted into, and the holder of such SPAC Share shall be entitled to receive, the Per Share Merger Consideration. All of the SPAC Shares converted into the right to receive the Per Share Merger Consideration pursuant to this Section 1.6(b) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the Merger Effective Time, and each holder of a certificate previously representing any such SPAC Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the Per Share Merger Consideration into which such SPAC Shares shall have been converted in the Merger. For clarity, the above conversion of shares of SPAC Class B Common Stock into Per Share Merger Consideration will apply in lieu of the automatic conversion of SPAC Class B Common Stock into SPAC Class A Common Stock contemplated by Section 4.3(b) of the SPAC Charter.
SPAC Shares. At the Merger Effective Time, following the effectiveness of the Recapitalization, by virtue of the Merger and without any action on the part of any Party or the holders of securities of SPAC, the Company or Merger Sub: (A) each SPAC Class A Share issued and outstanding prior to the Merger Effective Time that is not redeemed or converted in the Redemption (excluding, for the avoidance of doubt, any Cancelled Shares, as defined in Section 1.1(f)(v)) (and subject to Section 1.5) shall become and be converted into the right to receive one Company Ordinary Share; and (B) each SPAC Class B Share issued and outstanding prior to the Merger Effective Time shall become and be converted into the right to receive one Company Ordinary Share.
SPAC Shares. (i) On the Closing Date, immediately prior to the Effective Time, the SPAC Class B Conversion shall be effected. Following the SPAC Class B Conversion, each SPAC Class B Share shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each former holder of SPAC Class B Shares shall thereafter cease to have any rights with respect to such securities.
SPAC Shares. (i) Immediately prior to the Merger Effective Time, each SPAC Class B Share shall be automatically converted into one (1) SPAC Class A Share pursuant to and in accordance with the conversion mechanics set forth in Article 17 of the SPAC Articles of Association (without giving effect to the adjustments set forth in Article 16 thereof) and following such conversion, each SPAC Class B Share shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each former holder of SPAC Class B Shares shall thereafter cease to have any rights with respect to such securities.
SPAC Shares. Sponsor hereby agrees that, subject to and contingent upon the First Effective Time, automatically and without any further action by any other Person, Sponsor shall forfeit 3,631,250 SPAC Shares such that immediately following such forfeiture Sponsor owns no more than 1,400,000 SPAC Shares immediately prior to the First Effective Time (such forfeited SPAC Shares, the “Forfeited SPAC Shares”), and all such Forfeited SPAC Shares shall be cancelled and forfeited for no consideration and shall cease to exist. This Section 8 shall be void and of no force and effect if the Business Combination Agreement shall be terminated in accordance with its terms.”
SPAC Shares. Immediately following the separation of each SPAC Unit in accordance with Section 2.02(f)(i), each issues and outstanding SPAC Class A Ordinary Share shall automatically be cancelled in exchange for the right to receive one (1) newly issued PubCo Ordinary Share, and shall no longer be issued and outstanding and be cancelled and cease to exist by virtue of the Initial Merger. As of the Initial Merger Effective Time, each SPAC Shareholder shall cease to have any other rights in and to SPAC;
