SPAC Merger Consideration definition

SPAC Merger Consideration has the meaning set forth in Section 2.6(b)(ii).
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SPAC Merger Consideration means the sum of all Pubco Class A Ordinary Shares receivable by SPAC Stockholders and SPAC Right Holders pursuant to Section 1.5.
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SPAC Merger Consideration means, with respect to each SPAC Stockholder or Company Shareholder, as applicable, subject to the terms and conditions of this Agreement, the sum of all Holdco Ordinary Shares receivable by such SPAC Stockholder pursuant to Section 2.3(g)(ii) or Company Shareholder pursuant to Section 2.2(g)(i) (and with respect to each such Company Shareholder, as allocated in accordance with the Payment Spreadsheet).
Sample 1

Examples of SPAC Merger Consideration in a sentence

  • Any portion of the Exchange Fund that remains undistributed to the holders of SPAC Common Stock with respect to the SPAC Merger Consideration for one (1) year after the Merger Effective Time shall be delivered to Holdco, upon demand, and any holders of SPAC Common Stock who have not theretofore complied with this Section 3.03 shall thereafter look only to Holdco for the SPAC Merger Consideration.

  • Any portion of the Exchange Fund with respect to the SPAC Merger Consideration remaining unclaimed by holders of SPAC Common Stock, as may be applicable, as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of Holdco free and clear of any claims or interest of any person previously entitled thereto.

  • Until surrendered as contemplated by this Section 3.03, each Certificate entitled to receive a portion of the SPAC Merger Consideration in accordance with Section 3.02 shall be deemed at all times after the Merger Effective Time, as the case may be, to represent only the right to receive upon such surrender the SPAC Merger Consideration that such holder is entitled to receive in accordance with the provisions of Section 3.02.

  • On or after the Merger Effective Time, any Certificates presented to the Exchange Agent or Holdco for any reason shall be converted into the SPAC Merger Consideration in accordance with the provisions of Section 3.02.

  • As of the Effective Time, the SPAC Shares shall cease to be outstanding and shall cease to exist and each holder of any SPAC Shares shall cease to have any rights with respect thereto, except the right to receive, in accordance with this Section 2.5, the SPAC Merger Consideration.

  • As of the SPAC Effective Time, the SPAC Shares shall cease to be outstanding and shall cease to exist, and each holder of a certificate representing any such SPAC Shares or SPAC Shares held in book entry form shall cease to have any rights with respect thereto, except the right to receive, in accordance with this Section ‎3.2, the SPAC Merger Consideration.

  • SPAC and the Company shall each pay 50% of all fees and expenses incurred in connection with the preparation and filing of the Registration Statement and the receipt of stock exchange approval in connection with the listing of SPAC Class A Common Stock to be issued as Per Share Consideration, SPAC Merger Consideration and the Pubco Warrants (and the Pubco Class A Common Stock issuable upon exercise thereof), other than fees and expenses of advisors (which shall be borne by the party incurring such fees).

  • Parent or Merger Sub (or their respective agents) shall be entitled to deduct and withhold from the SPAC Merger Consideration otherwise payable pursuant to this Agreement to any holder of SPAC Shares such amount as Parent or Merger Sub is required to deduct and withhold with respect to such payment under the Code, or any other applicable state, local or foreign Tax Law.

  • The Director of the Administrative Office of the United States Courts, with respect to an employee in the Judicial Branch, has the same waiver authority as would be available to the Director of the Office of Personnel Management, or a duly authorized agency head, under subparagraph A.2.h, above, with respect to any employee of an Executive Agency.

  • Each share of SPAC Class A Common Stock converted from a share of SPAC Class B Common Stock pursuant to the Class B Exchange shall automatically be cancelled and cease to exist in exchange for the right to receive one (1) newly issued share of Pubco Class A Common Stock (the “Sponsor SPAC Merger Consideration”, and collectively with the Public SPAC Merger Consideration, the “SPAC Merger Consideration”).


More Definitions of SPAC Merger Consideration

SPAC Merger Consideration means the TopCo Shares issuable upon the SPAC Merger Effective Time in consideration for the SPAC Class A Shares and SPAC Class B Share pursuant to ‎Section 2.07(a).
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Related to SPAC Merger Consideration

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Earnout Consideration has the meaning specified in Section 2.08(a).