Qell definition
Examples of Qell in a sentence
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: Qell Acquisition Corp.
Qell and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders.
All rights, ownership and economic benefits of and relating to the Covered Shares of the Shareholders shall remain vested in and belong to the Shareholders, and Qell shall have no authority to direct the Shareholder in the voting or disposition of any of the Shareholders’s Covered Shares, except as otherwise provided herein.
Qell hereby assigns to Holdco all of Qell’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) as of the Effective Time and Holdco hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of Qell’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising from and after the Effective Time.
Nothing contained in this Agreement shall be deemed to vest in Qell, Holdco or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares of the Shareholders.
Qell, Holdco and the Warrant Agent have duly executed this Agreement, all as of the date first written above.
The Shareholder acknowledges that Qell and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement.
As a result thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to Qell Dutchco N.V. rather than Qell Acquisition Corp.
The Company, Qell and the Major Shareholders shall take into account the status of the pending FDI Screening, the arguments of the relevant authorities and the consequences for the Parties in case no waiver is declared.
For the avoidance of doubt, if the Company, Qell, and the Major Shareholders agree, as at the applicable date of determination, that no mandatory FDI Certificate is required and no FDI Screening is pending, then (notwithstanding any other term of this Agreement) the consent of the Major Shareholders pursuant this Section 1(d)(iii) shall not be required in order to waive Section 7.1(b) of the Business Combination Agreement.