Dissenting SPAC Shares Sample Clauses
The Dissenting SPAC Shares clause defines the treatment of shares held by shareholders who do not approve a proposed business combination in a Special Purpose Acquisition Company (SPAC) transaction. Typically, this clause outlines the rights of dissenting shareholders, such as the ability to redeem their shares for a pro rata portion of the trust account or to exercise appraisal rights, depending on the jurisdiction and transaction structure. Its core practical function is to protect minority shareholders by providing them with an exit option if they disagree with the proposed merger or acquisition, thereby ensuring fairness and reducing potential disputes during the SPAC's business combination process.
Dissenting SPAC Shares. Each Dissenting SPAC Share issued and outstanding immediately prior to the First Effective Time held by a Dissenting SPAC Shareholder shall automatically be cancelled and cease to exist in accordance with Section 2.7(a) and shall thereafter represent only the right of such Dissenting SPAC Shareholder to be paid the fair value of such Dissenting SPAC Share and such other rights as are granted by the Cayman Act.
Dissenting SPAC Shares. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Law, each SPAC Share issued and outstanding immediately prior to the Merger Effective Time for which any SPAC Shareholder has validly exercised their dissenters’ rights for such SPAC Shares in accordance with Section 238 of the Cayman Companies Law, and has otherwise complied in all respects with all of the provisions of the Cayman Companies Law relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting SPAC Shares”) shall (i) not be exchanged for, and such SPAC Shareholders shall have no right to receive, the SPAC Merger Consideration unless and until such SPAC Shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Companies Law, and (ii) automatically be cancelled and cease to exist and shall thereafter represent only the right to be paid the fair value of such Dissenting SPAC Share and such other rights as are granted by the Cayman Companies Law, including but not limited to the rights pursuant to Section 238 of the Cayman Companies Law. For the avoidance of doubt, all SPAC Shares held by dissenting shareholders who shall have not exercised or perfected or who shall have effectively withdrawn or lost their dissenter rights under Section 238 of the Cayman Companies Law shall thereupon not be Dissenting SPAC Shares and shall be cancelled and cease to exist as of the Merger Effective Time, in consideration of the right to receive the SPAC Merger Consideration, without any interest thereon, in the manner provided in this Section 2.6. SPAC shall give NewPubco (i) prompt notice (and in any event within 48 hours of receipt) of any notices of objection, notices of approvals, notice of dissent or demands for appraisal or written offers, under Section 238 of the Cayman Companies Law received by SPAC, attempted withdrawals of such notices, demands or offers, and any other instruments served pursuant to applicable Law of the Cayman Islands and received by SPAC relating to its shareholders’ rights to dissent from the Merger or dissent rights, and (ii) to the extent permitted by applicable Law, the opportunity to direct all negotiations and proceedings with respect to any such notice or demand for appraisal under the Cayman Companies Law. Prior to the Merger Effective Time, SPAC shall not, except with the prior written consent of NewPubco, voluntarily...
Dissenting SPAC Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of SPAC Shares, each Dissenting SPAC Share that is issued and outstanding immediately prior to the Effective Time (if any) shall be automatically cancelled and extinguished and shall thereafter represent only such rights as are granted by the Companies Act to a holder of Dissenting SPAC Shares. Notwithstanding the foregoing, if any Dissenting SPAC Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time and the date of loss of such status, such shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.3(b), without interest thereon, upon compliance with Section 2.6 and shall not thereafter be deemed to be Dissenting SPAC Shares.