Common use of SPAC Warrants Clause in Contracts

SPAC Warrants. At the Merger Effective Time, following the effectiveness of the Recapitalization, by virtue of the Merger and without any action on the part of any Party or the holders of securities of SPAC, the Company or Merger Sub, each outstanding SPAC Public Warrant and SPAC Private Warrant, including all SPAC Private Warrants and SPAC Public Warrants that were included in the SPAC Private Units and SPAC Public Warrants, respectively, shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall become and be converted into the right to receive a Company Warrant to purchase an equal number of Company Ordinary Shares at an exercise price equal to the exercise price of the applicable SPAC Warrants, with the public or private nature of the applicable SPAC Warrants being preserved in the Company Warrants. Each Company Warrant shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Warrants, except that in each case they shall represent the right to acquire Company Ordinary Shares in lieu of SPAC Class A Shares or as otherwise detailed in the Assignment, Assumption and Amendment to Warrant Agreement in substantially the form attached as Exhibit D. At or prior to the Merger Effective Time, the Company shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Company Warrants remain outstanding, a sufficient number of Company Ordinary Shares for delivery upon the exercise of such Company Warrants.

Appears in 1 contract

Sources: Business Combination Agreement (Keyarch Acquisition Corp)

SPAC Warrants. At the Merger Effective Time, following the effectiveness of the Recapitalization, by virtue of the Merger and without any action on the part of any Party or the holders of securities of SPAC, the Company or Merger Sub, each outstanding SPAC Public Warrant and SPAC Private Warrant, including all SPAC Private Warrants and SPAC Public Warrants that were included in the SPAC Private Units and SPAC Public Warrants, respectivelySubunits, shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall become and be converted into the right to receive a Company Warrant to purchase an equal number of Company Ordinary Shares at an exercise price equal to the exercise price of the applicable SPAC Warrants, with the public or private nature of the applicable SPAC Warrants being preserved in the Company Warrants. Each Company Warrant shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Warrants, except that in each case they shall represent the right to acquire Company Ordinary Shares in lieu of SPAC Class A Shares or as otherwise detailed in the Assignment, Assumption and Amendment to Warrant Agreement in substantially the form attached as Exhibit D. Shares. At or prior to the Merger Effective Time, the Company shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Company Warrants remain outstanding, a sufficient number of Company Ordinary Shares for delivery upon the exercise of such Company Warrants.

Appears in 1 contract

Sources: Business Combination Agreement (Global SPAC Partners Co,)

SPAC Warrants. At Each (i) SPAC Public Warrant outstanding immediately prior to the Merger Effective Time, following Time shall be automatically converted into the effectiveness of the Recapitalization, by virtue of the Merger and without any action on the part of any Party or the holders of securities of SPAC, the Company or Merger Sub, each outstanding SPAC right to receive one TopCo Public Warrant and (ii) SPAC Private Warrant outstanding immediately prior to the Merger Effective Time shall be automatically converted into the right to receive one TopCo Private Warrant, including and all SPAC Private Warrants and SPAC Public Warrants that were included in the SPAC Private Units and SPAC Public Warrants, respectively, shall thereupon cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall become and be converted into the right to receive a Company Warrant to purchase an equal number of Company Ordinary Shares at an exercise price equal to the exercise price . Each of the applicable SPAC Warrants, with the public or private nature of the applicable SPAC TopCo Public Warrants being preserved in the Company Warrants. Each Company Warrant shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the TopCo Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire Company Ordinary TopCo Shares in lieu of shares of SPAC Class A Shares or as Common Stock and shall otherwise detailed be amended in accordance with the Assignment, Assumption and Amendment to provisions of the Warrant Agreement in substantially to (among other things) comply with the form attached as Exhibit D. restrictions under applicable Law. At or prior to the Merger Effective Time, the Company TopCo shall take all corporate action necessary to reserve maintain sufficient authority for future issuance, and shall maintain such reservation authority for so long as any of the Company TopCo Warrants remain outstanding, a sufficient number of Company Ordinary TopCo Shares for delivery upon the exercise of such Company TopCo Warrants.

Appears in 1 contract

Sources: Business Combination Agreement (Integral Acquisition Corp 1)