Examples of Amalgamation Effective Time in a sentence
Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall not occur until the Amalgamation Effective Time and that this Agreement shall not become effective, shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason prior to the Amalgamation Effective Time.
This Agreement (including, for avoidance of doubt, Annexes A and B hereto) may be amended (a) prior to the Amalgamation Effective Time, with the written consent of each of PubCo, the Company and the Warrantholder, and (b) after the Amalgamation Effective Time, with the written consent of PubCo and the Warrantholder.
Effective as of the Amalgamation Effective Time, the Warrants shall no longer be exercisable for Company Shares, but shall instead be exercisable (subject to the terms of the attached Annex A to this Agreement) for a number of PubCo Shares calculated based on the Exchange Ratio as set forth in the Business Combination Agreement.
Upon the Amalgamation Effective Time, after giving effect to the amendment provided in this Agreement, the Warrants shall entitle the Warrantholder to subscribe for and purchase 4,043,411 PubCo Shares, subject to adjustment from time to time after the Amalgamation Effective Time in accordance with Part 4 of Annex A.
For the avoidance of doubt, the Company shall not be released or discharged in respect of any and all of the Company’s rights and obligations under, pursuant to or in connection with the Company Warrant Instrument, Company Warrant Certificate and Warrants which have accrued up to but not including the Amalgamation Effective Time, whether in contract, tort or otherwise.
Immediately following the Domestication, each share of Class B Common Stock issued to the Sponsor in connection with the Domestication (and any other shares of Class B Common Stock issued and outstanding immediately prior to the Amalgamation Effective Time, if any) shall automatically convert into one (1) fully paid and nonassessable share of Class A Common Stock.
If following the Amalgamation Effective Time, and subject to the provisions of Part 4.6 below, the number of outstanding PubCo Shares is increased by a share dividend payable in PubCo Shares, or by a split up of PubCo Shares, or other similar event, then, on the effective date of such share dividend, split up or similar event, the number of PubCo Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of PubCo Shares.
A Warrant may be exercised only during the period (the “Exercise Period”) commencing upon the Amalgamation Effective Time, and terminating at 5:00 p.m., New York City time, on the date that is 180 days after the date on which the Amalgamation Effective Time occurs (the “Expiration Date”).
This Agreement may be amended in writing by the Parties at any time prior to the Company Amalgamation Effective Time.
Following the Amalgamation Effective Time, each share of Class B Common Stock shall be convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the Corporation (an “Optional Class B Conversion Event”).