SPAC Insider definition
Examples of SPAC Insider in a sentence
Sponsor, by execution and delivery hereof, hereby approves this Agreement, the Merger and the transactions contemplated hereby, consistent with and as required by Section 1(a) of the SPAC Insider Letter.
As promptly as practicable after the date hereof, SPAC shall use its commercially reasonable efforts to cause each Insider Letter J▇▇▇▇▇▇ ▇▇▇▇▇▇ to sign a joinder to become party to the Insider Letter Amendment as a SPAC Insider thereunder.
For purposes of this Section 4.15, “Locked-Up Shares” means any Company Ordinary Shares held by each SPAC Insider immediately after the First Merger Effective Time.
Such SPAC Insider has received a copy of the Business Combination Agreement and is familiar with the provisions of the Business Combination Agreement.
Sponsor or a SPAC Insider shall pay any such Tax refund, or the amount of any recognized Tax Benefit, to the Company within five (5) Business Days of receipt thereof (or any indemnity payable under Section 5.1 shall be offset if any Tax refund or Tax Benefit is realized prior to such payment).
Such SPAC Insider, if an entity, has all requisite corporate power and authority, and if an individual, has full legal capacity, right and authority, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Each SPAC Insider acknowledges that any action attempted to be taken in violation of the preceding sentence shall be null and void.
The Company, SPAC, Sponsor and each other SPAC Insider acknowledge and agree that the Mergers are intended to qualify both as a reorganization within the meaning of Section 368(a) of the Code and as an exchange described in Section 351 of the Code (the “Intended Tax Treatment”).
For purposes of this Section 5.3, a “Tax Benefit” means any reduction in Taxes that Sponsor (or its beneficial owners) or any other SPAC Insider actually recognizes that would have not occurred but for the failure of the Mergers to qualify for the Intended Tax Treatment.
If such SPAC Insider is an entity, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate or equivalent proceeding on the part of such SPAC Insider is necessary to authorize the execution and delivery of this Agreement or such SPAC Insider’s performance hereunder.