the Liquidation Sample Clauses

the Liquidation. The Company will issue non-interest bearing, unsecured promissory notes for an aggregate amount of $1,125,000 (and up to an additional $168,750 if the underwriters’ over-allotment option is exercised in full) to the Sponsor (the “Overfunding Loans”) for the purpose of overfunding the Trust Account.

the Liquidation. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”). The Promissory Note will be payable on the earlier to occur of December 31, 2021 and the Closing Date.

the Liquidation. Prior to the Stock Purchase, Seller shall take the actions set forth in Section 5.2 as well as all other actions within its control that may be necessary or advisable in order to cause the Liquidation to occur as soon as reasonably practicable following the Stock Purchase. Immediately following the Closing (as defined in Section 1.4), Seller shall (a) appoint a liquidator to distribute Seller’s assets and (b) instruct the liquidator to distribute the shares of Xcyte Common Stock to the Seller’s shareholders. As soon as reasonably possible following the Stock Purchase, Seller shall consummate the Liquidation.

the Liquidation of a Material Subsidiary followed by a Distribution of proceeds of such Liquidation to the Investors and/or (if appropriate as determined by the Board) their Qualified Transferees;

the Liquidation. The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Units, as follows:

the Liquidation. Committee shall conduct a thorough examination of the JV Company’s assets and liabilities, on the basis of which it shall develop a liquidation plan which, if approved by the Board, shall be executed under the Liquidation Committee’s supervision.

the Liquidation. Immediately following the Grede Merger Effective Time, Grede Holdings shall effectuate the Liquidation. As part of the Liquidation, the holders of Class A units of Grede Holdings shall receive from Grede Holdings any assets to which they are entitled pursuant to the Liquidation.

the Liquidation. At the Company’s request, the Underwriters have agreed to reserve out of the Securities to be purchased by them under this Agreement, up to [•] Units, for sale to the Company’s officers and directors, employees of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Group LLC (“▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇”) and certain other parties associated with the Company (collectively, “Participants”), as set forth in the Prospectus under the heading “Underwriting—Directed Unit Program” (the “Directed Unit Program”). The Securities to be sold by an affiliate of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to the Directed Unit Program (the “Directed Units”) will be sold by such affiliate of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to this Agreement at the public offering price. Any Directed Units not orally confirmed for purchase by any Participants by [7:30 A.M.] New York City time on the business day following the date on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

the Liquidation. The Company represents and warrants to, and agrees with, each of the Underwriters that: (a) A registration statement on Form S-1 (File No. 333-252540) and pre-effective amendment no. 1 and amendment no. 2 thereto (as amended, the “Initial Registration Statement”) in respect of the Units has been filed with the Commission; the Initial Registration Statement and any post-effective amendment thereto in the form heretofore delivered to you, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Units that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(d) hereof) is hereinafter called the “Pricing Prospectus”; and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; any oral or written communication with potential investors undertak...