Common use of SPAC Merger Clause in Contracts

SPAC Merger. At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of the SPAC, Holdco, SPAC Merger Sub or the holders of any of the following securities: (a) immediately prior to the SPAC Merger Effective Time, all shares of SPAC Class B Common Stock shall be converted into shares of SPAC Class A Common Stock in accordance with Section 4.3(b) of the SPAC Certificate of Incorporation (“SPAC Class B Conversion”); (b) immediately prior to the SPAC Merger Effective Time, the shares of SPAC Class A Common Stock and the SPAC Warrants comprising each issued and outstanding SPAC Unit immediately prior to the SPAC Merger Effective Time shall be automatically separated (the “Unit Separation”) and the holder thereof shall be deemed to hold one share of SPAC Class A Common Stock and one-half of one SPAC Warrant, provided that no fractional SPAC Warrants will be issued in connection with the Unit Separation such that if a holder of SPAC Units would be entitled to receive a fractional SPAC Warrant upon the Unit Separation, the number of SPAC Warrants to be issued to such holder upon the Unit Separation shall be rounded down to the nearest whole number of SPAC Warrants; (c) following the SPAC Class B Conversion and the Unit Separation, each share of SPAC Class A Common Stock issued and outstanding immediately prior to the SPAC Merger Effective Time shall automatically be converted into and become the right to receive one (1) share of Holdco Common Stock; (d) all shares of SPAC Common Stock held in the treasury of SPAC shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (e) each share of common stock, par value $0.0001 per share, of SPAC Merger Sub (the “SPAC Merger Sub Common Stock”) issued and outstanding immediately prior to the SPAC Merger Effective Time shall be converted into and become the right to receive one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the SPAC Merger Surviving Corporation.

SPAC Merger. At (1) Immediately prior to the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of the SPAC, Holdco, SPAC Merger Sub or the holders of any of the following securities: (a) immediately prior to the SPAC Merger Effective Time, all shares of SPAC Class B Common Stock shall be converted into shares of SPAC Class A Common Stock in accordance with Section 4.3(b) of the SPAC Certificate of Incorporation (“SPAC Class B Conversion”); (b) immediately prior to the SPAC Merger Effective Time, the shares of SPAC Class A Common Stock and the SPAC Warrants comprising each every issued and outstanding SPAC ShoulderUp Unit immediately prior to the SPAC Merger Effective Time shall be automatically separated (the “Unit Separation”) detached and the holder thereof shall be deemed to hold one share of SPAC Class A ShoulderUp Common Stock and one-half of one SPAC Warrant, provided that no fractional SPAC Warrants will be issued ShoulderUp Warrant in connection accordance with the Unit Separation terms of the applicable ShoulderUp Unit, and such that if a holder underlying ShoulderUp securities shall be converted in accordance with the applicable terms of SPAC Units would this Section 3.2(e). (2) At the Effective Time, each issued and outstanding share of ShoulderUp Common Stock (including those described in Section 3.2(e)(1)) shall be entitled converted automatically into and thereafter represent the right to receive a fractional SPAC Warrant upon the Unit Separationone share of Holdings Common Stock, the number following which all shares of SPAC Warrants ShoulderUp Common Stock shall cease to be issued outstanding and shall automatically be canceled and shall cease to such holder upon the Unit Separation shall be rounded down to the nearest whole number exist. The holders of SPAC Warrants; (c) following the SPAC Class B Conversion and the Unit Separation, each share certificates previously evidencing shares of SPAC Class A ShoulderUp Common Stock issued and outstanding immediately prior to the SPAC Merger Effective Time shall automatically cease to have any rights with respect to such shares, except as provided herein or by Law. Each certificate previously evidencing shares of ShoulderUp Common Stock shall be converted into and become exchanged for a certificate representing the right to receive one (1) share same number of Holdco shares of Holdings Common Stock;Stock upon the surrender of such certificate in accordance with Section 3.3. (d3) all shares of SPAC Common Stock held in At the treasury of SPAC shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (e) Effective Time, each share of common stock, par value $0.0001 per share, of SPAC Merger Sub (the “SPAC Merger Sub Common Stock”) issued and outstanding immediately prior to the SPAC Merger Effective Time ShoulderUp Warrant shall be converted into one Holdings Warrant of like tenor. The ShoulderUp Warrants shall cease to be outstanding and become shall automatically be canceled and retired and shall cease to exist. Each of the Holdings Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the ShoulderUp Warrant Agreement, except that they shall represent the right to receive one (1) validly issuedacquire shares of Holdings Common Stock in lieu of shares ShoulderUp Common Stock, fully paid provided, however; that the holders of each such ShoulderUp Warrant shall deliver a duly executed counterpart to a Lock-Up Agreement with Holdings and nonassessable share of common stockCompany, par value $0.0001 per share, effective as of the SPAC Merger Surviving CorporationEffective Time. At or prior to the Effective Time, the Parties shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Holdings Warrants remain outstanding, a sufficient number of shares of Holdings Common Stock for delivery upon the exercise of such Holdings Warrants.