LMFAO definition
Examples of LMFAO in a sentence
This Section 2.12(a) shall supersede and replace the transfer restrictions in the Letter Agreement, dated January 25, 2021, among the Company, LMFAO Sponsor, LLC and certain directors and officers of the Company.
Investor, LMFAO and SeaStar Medical have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.
By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of April 21, 2022, is entered into by and among LMFAO Sponsor, LLC, a Florida limited liability company (the “Sponsor”), LMF Acquisition Opportunities, Inc., a Delaware corporation (“Acquiror”) and SeaStar Medical, Inc., a Delaware corporation (the “Company” and, together with Acquiror and the Sponsor, each a “Party” and collectively, the “Parties”).
As of the date of this Agreement, there is at least $105,000,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated January 25, 2021, by and between LMFAO and the Trustee on file with the LMFAO SEC Reports as of the date of this Agreement (the “Trust Agreement”).
To the knowledge of LMFAO and except as set forth in the LMFAO SEC Reports, such disclosure controls and procedures are effective in timely alerting LMFAO’s principal executive officer and principal financial officer to material information required to be included in LMFAO’s periodic reports required under the Exchange Act.
Except for the fees payable to Maxim Group LLC for acting as the Company’s placement agent in connection with the transactions contemplated by the Transaction Documents, no brokerage or finder’s fees or commissions are or will be payable by LMFAO or the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.
Except as set forth in the LMFAO SEC Reports, there is no, and since December 31, 2021 there has been no, Governmental Order imposed upon or, to the knowledge of LMFAO, threatened against or affecting LMFAO or any of its properties, rights or assets that would, individually or in the aggregate, reasonably be expected to have an LMFAO Material Adverse Effect.
LMFAO has withheld or collected from each payment made to its employees all material Taxes required to be withheld or collected therefrom and has paid the same to the proper tax authority.
Neither LMFAO nor Merger Sub is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents.
To LMFAO’s knowledge, as of the date of this Agreement, following the Business Combination Closing, no stockholder of LMFAO shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of LMFAO’s class A common stock for redemption in accordance with LMFAO’s certificate or articles of incorporation, bylaws or other organizational or charter documents.