Examples of SPAC Common Shares in a sentence
The number of New SPAC Common Shares to be issued on such exercise will be determined by New SPAC (with written notice thereof to the Warrant Agent) and the Warrant Agent shall have no duty or obligation to investigate or confirm whether New SPAC’s determination of the number of New SPAC Class A Common Shares to be issued on such exercise, is accurate or correct.
All of the issued and outstanding SPAC Common Shares (x) have been duly authorized and validly issued and are fully paid and non-assessable, (y) were issued in compliance in all material respects with applicable Law and the Organizational Documents of the SPAC and (z) were not issued in breach or violation of any preemptive rights or Contract.
To the extent any SPAC Units remain outstanding and unseparated, immediately prior to the Effective Time, the SPAC Common Shares and the SPAC Warrants comprising each such issued and outstanding SPAC Unit immediately prior to the Effective Time shall be automatically separated (the “Unit Separation”), and the holder of each SPAC Unit shall be deemed to hold one (1) SPAC Common Share and one-third (1/3) of one (1) SPAC Warrant.
From the date of this Agreement through the SPAC Merger Effective Time, the Parties shall use reasonable best efforts to ensure that SPAC remains listed as a public company on, and for SPAC Common Shares to be tradable over, the New York Stock Exchange.
All of the issued and outstanding shares of SPAC Common Shares (x) have been duly authorized and validly issued and are fully paid and non-assessable, (y) were issued in compliance in all material respects with applicable Law and the Organizational Documents of the SPAC and (z) were not issued in breach or violation of any preemptive rights or Contract.
To the extent any SPAC Units remain outstanding and unseparated, immediately prior to the Effective Time, the SPAC Common Shares and the SPAC Warrants comprising each such issued and outstanding SPAC Unit immediately prior to the Effective Time shall be automatically separated (the “Unit Separation”) and the holder of each SPAC Unit shall be deemed to hold one (1) SPAC Common Share and one-third of one (1/3) SPAC Warrant.
At the SPAC Merger Effective Time, the stock transfer books of SPAC shall be closed and there shall be no further registration of transfers of SPAC Common Shares thereafter on the records of SPAC.
Except as set forth on Schedule 3.7, the Company owns (i) one million five hundred twenty-three thousand eight hundred ten (1,523,810) SPAC Common Shares and (ii) four million warrants to purchase SPAC Common Shares, in each case, free and clear of any and all liens, charges and encumbrances.
This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed by (1) New SPAC and (2) Lock-Up Parties holding 75% of New SPAC Common Shares (assuming the exercise and conversion of all then-outstanding New SPAC Securities) that are then subject to this Agreement.
By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Executive Officer [Signature Page to Sponsor Support Agreement] Schedule I Sponsor Party SPAC Common Shares and SPAC Warrants Sponsor Party SPAC Common Shares SPAC Warrants TWC Tech Holdings II, LLC x/x Xxxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 14,887,500 9,666,667 Xxxx X.