APSG definition
Examples of APSG in a sentence
There will not be any certificates issued to represent the outstanding Insurance Company Preferred Stock in the Conversion, and the holders of Insurance Company Preferred Stock, at the Effective Time of the Merger, will cease to have any rights with respect to the Insurance Company Preferred Stock except the right to receive APSG Parent Preferred Shares.
Notwithstanding anything in this Agreement, for so long as any Private Placement Warrant is held by APSG Sponsor II, L.P., such Private Placement Warrant will not be exercisable more than five (5) years from the effective date of the Registration Statement, in accordance with FINRA Rules.
Notwithstanding the foregoing, APSG Sponsor II, L.P. may not exercise its “piggyback” registration rights after seven (7) years from the pricing date of the Company’s initial public offering.
In addition, no such Private Placement Warrant will contain terms which allow APSG Sponsor II, L.P. to receive or accrue cash dividends prior to the exercise of the Private Placement Warrants.
Notwithstanding the foregoing, APSG Sponsor II, L.P. may not exercise its demand registration rights after five (5) years from the pricing date of the Company’s initial public offering and may not exercise its demand rights on more than one occasion.
The Private Placement Warrants held by APSG Sponsor II, L.P. and the Ordinary Shares that are issuable upon exercise of such Private Placement Warrants have been deemed compensation by the Financial Industry Regulatory Authority, Inc.
No APSG Party has Liability to pay any compensation to any broker, finder, or agent with respect to the Transactions for which any Shareholder could become Liable.
Without limiting the foregoing, APSG Parent and the Insurance Company acknowledge and agree that no Party to this Agreement and no party by or through any Party to this Agreement shall have the right to assert any Action whatsoever as a result of a breach of any of the representations and warranties contained in this Agreement, whether arising at law or equity.
Notwithstanding anything in this Agreement, for so long as any Private Placement Warrant is held by APSG Sponsor, L.P., such Private Placement Warrant will not be exercisable more than five (5) years from the effective date of the Registration Statement, in accordance with FINRA Rules.
The Organizational Documents of APSG Merger Sub must be in place and have been completed, executed and filed as applicable.