GCAC definition
Examples of GCAC in a sentence
HCAM hereby acknowledges that the aggregate gross proceeds from GCAC’s initial public offering (“IPO”), including the proceeds received upon the consummation of the exercise of the over-allotment option, and proceeds received from a private placement that closed simultaneously with the first closing of the IPO, including any accrued interest not released to GCAC in accordance with the terms of the IPO was placed in a trust account (the “Trust Account”) for the benefit of the GCAC’s public stockholders.
HCAM further hereby acknowledges and agrees that HCAM does not have any right, title, interest or claim of any kind in or to any monies the Trust Account established by GCAC (“Claim”) and hereby waives any Claim HCAM may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with GCAC, including this Agreement and the transactions contemplated hereby, and will not seek recourse against the Trust Account for any reason whatsoever.
Prior to the Closing Date, each of GCAC and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.
Notwithstanding anything to the contrary herein, this Agreement shall not be amended in a manner which is not consistent with the Warrant Agreement made as of November 27, 2007, as amended by the letter agreement between GCAC and certain warrant holders dated as of July 20, 2009.
The logo includes the graphic representation of GCAC AND the words “Greater Columbus Arts Council.” Both elements are required anywhere the logo is included.
GCAC shall contribute, assign, transfer, convey and deliver 1,500,000 Initial Preferred Units to the Partnership, its successors and assigns, for its and their own use forever, and the Partnership shall accept such Initial Preferred Units, in exchange for (x) the issuance by the Partnership to GCAC of the GCAC Units and (y) the right of GCAC to receive the GCAC Cash Consideration from the Partnership by wire transfer in immediately available funds in accordance with Section 2.10(a).
If approved, GCAC shall be obligated, within ten days of such approval, to commence an exchange offer on substantially similar terms to the Permanent Financing Exchange term sheet to all holders of GCAC’s public shares on a pro rata basis in compliance with all federal and state laws and regulations, including the Securities Exchange Act of 1934, as amended.
The Acquisitions shall have been approved by the requisite number of GCAC stockholders at the Special Meeting to permit GCAC to consummate Acquisitions, and the Acquisitions shall have been consummated; provided, however, that GCAC’s obligations under Paragraph 4 above shall not be subject to the provisions of this Paragraph 5.
HCAM acknowledges that it may, at is option and in its sole discretion, affect the Sponsor Share Purchases at any time prior to the meeting of GCAC stockholders where such stockholders will vote to approve the Acquisitions (the “Special Meeting”).
This Agreement and the instruments referenced herein supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to the subject matter of this Agreement and such instruments; except for that certain letter agreement, dated October 20, 2013, among GCAC, the Partnership, Terminals GP and Terminals LP attached hereto as Schedule A (the “Letter Agreement”).