Amendment of Existing Warrant Agreement. Effective as of the SPAC Merger Effective Time, SPAC and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 (i) are necessary and desirable and do not adversely affect the rights of the Registered Holders under the Existing Warrant Agreement and (ii) are to provide for the delivery of the alternative issuance of securities contemplated by Section 4.4 of the Existing Warrant Agreement in connection with the transactions contemplated by the Business Combination Agreement. If the SPAC Merger occurs but thereafter the Acquisition Merger does not occur and the Business Combination Agreement is terminated, each of SPAC, the Company and the Warrant Agent shall take all such actions as are necessary, proper or advisable under applicable laws such that each of SPAC and the Registered Holders shall, to the fullest extent permitted by applicable law, be returned to the position in which it would have been, and would be entitled to all rights and benefits that it would have had under the Existing Warrant Agreement, if the SPAC Merger had not occurred.
Appears in 3 contracts
Sources: Warrant Assignment Agreement (MKDWELL Tech Inc.), Warrant Assignment Agreement (MKDWELL Tech Inc.), Warrant Assignment Agreement (MKDWELL Tech Inc.)
Amendment of Existing Warrant Agreement. Effective as of the SPAC Initial Merger Effective Time, SPAC and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 (i) are necessary and desirable and do not adversely affect the rights of the Registered Holders under the Existing Warrant Agreement in any material respect and (ii) are to provide for the delivery of the alternative issuance of securities contemplated by Alternative Issuance pursuant to Section 4.4 4.5 of the Existing Warrant Agreement (in connection with the First Merger and the transactions contemplated by the Business Combination Agreement). If after completion of the SPAC Merger occurs but thereafter Initial Merger, the Acquisition Merger does not occur and the Business Combination Agreement is terminated, each of SPAC, the Company and the Warrant Agent shall take all such actions as that are necessary, proper or advisable under applicable laws Laws such that each of SPAC and the Registered Holders shall, to the fullest extent permitted by applicable lawpossible, be returned to the position in which it would have been, and would be entitled to all rights and benefits that it would have had under the Existing Warrant Agreement, if the SPAC Initial Merger had not occurred.
Appears in 2 contracts
Sources: Warrant Assignment Agreement (Cheche Group Inc.), Warrant Assignment Agreement (Cheche Group Inc.)
Amendment of Existing Warrant Agreement. Effective as of the SPAC First Merger Effective Time, SPAC and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 (i) are necessary and desirable and do not adversely affect the rights of the Registered Holders under the Existing Warrant Agreement in any material respect and (ii) are to provide for the delivery of the alternative issuance of securities contemplated by Alternative Issuance pursuant to Section 4.4 4.5 of the Existing Warrant Agreement (in connection with the First Merger and the transactions contemplated by the Business Combination Agreement). If after completion of the SPAC Merger occurs but thereafter First Merger, the Acquisition Second Merger does not occur and the Business Combination Agreement is terminated, each of SPAC, the Company and the Warrant Agent shall take all such actions as that are necessary, proper or advisable under applicable laws Laws such that each of SPAC and the Registered Holders shall, to the fullest extent permitted by applicable lawpossible, be returned to the position in which it would have been, and would be entitled to all rights and benefits that it would have had under the Existing Warrant Agreement, if the SPAC First Merger had not occurred.
Appears in 1 contract