“Affiliate” means, with respect to any specified Person, any Person that, immediately or not directly, controls, is managed by, or is beneath widespread control with, such specified Person, via one or more intermediaries or otherwise. The time period “control” means the possession of a majority of the voting securities of the applicable Person or the possession, direct or indirect, of the power to direct or cause the course of the administration and insurance policies of the applicable Person, whether through possession of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto; supplied, that, in no occasion shall the Sponsor be considered an Affiliate of any portfolio firm of any funding fund affiliated with M. Klein & Company nor shall any portfolio firm of any investment fund affiliated with M. Klein & Company be thought-about to be an Affiliate of Sponsor; provided, additional, that, in no event shall the Company or any of the Company’s Subsidiaries be thought of an Affiliate of any portfolio company of any investment fund affiliated with any direct or oblique equityholder of the Company nor shall any portfolio company of any funding fund affiliated with any direct or indirect equityholder of the Company be considered to be an Affiliate of the Company or any of the Company’s Subsidiaries.
If there are any changes in the Common Stock as a result of inventory split, stock dividend, mixture or reclassification, or through merger, consolidation, recapitalization or different comparable occasion, appropriate adjustment shall be made in the provisions of this Investor Rights Agreement, as could additionally be required, in order that the rights, privileges, duties and obligations under this Investor Rights Agreement shall proceed with respect to the Common Stock as so changed. Subsequent Shelf Registration. If a Subsequent Shelf Registration is filed, PubCo shall use its commercially reasonable efforts to trigger such Subsequent Shelf Registration to turn out to be effective under the Securities Act as promptly as is reasonably practicable after the submitting thereof (it being agreed that the Subsequent Shelf Registration shall be an Automatic Shelf Registration Statement if PubCo is a Well-Known Seasoned Issuer) and hold such Subsequent Shelf Registration continuously effective, obtainable to be used and in compliance with the provisions of the Securities Act until such time as of which all Registrable Securities registered by such Subsequent Shelf Registration have been sold or cease to be Registrable Securities. PubCo shall use affordable best efforts to file within fifteen business days following the Closing Date a Shelf Registration Statement masking the resale of all Registrable Securities (except as determined by PubCo pursuant to Section three.7 as of two Business Days prior to such filing) on a delayed or continuous basis. PubCo shall use its commercially affordable efforts to trigger such Shelf Registration Statement to become effective underneath the Securities Act as soon as fairly practicable after such submitting, but in no occasion later than the a hundred and fifth calendar day (or 165th calendar day if the SEC notifies PubCo that it’ll “review” the Shelf Registration Statement) after the Closing Date. PubCo shall maintain such Shelf Registration Statement in accordance with the terms of this Investor Rights Agreement, and shall prepare and file with the SEC such amendments, including post-effective amendments, and dietary supplements as may be necessary to hold such Shelf Registration Statement continuously efficient, available to be used and in compliance with the provisions of the Securities Act until such time as of which all Registrable Securities registered by such Shelf Registration Statement have been bought or stop to be Registrable Securities.
Promptly following the earlier of the date on which the complete Exchange Pool has been disbursed and the date which is six months after the Effective Time, SPAC shall instruct the Exchange Agent to deliver to SPAC any remaining portion of the Exchange Pool, Letters of Transmittal and different paperwork in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, every Holder might look only to SPAC , as common creditors thereof, for satisfaction of such Holder’s claim for Merger Consideration that such Holder might have the right to obtain pursuant to Section 3.02 without any interest thereon. “Tax Return” means any return, report, statement dr sam evans, refund, declare, declaration, info return, assertion, estimate or other document filed or required to be filed with a Governmental Authority in respect of Taxes, together with any schedule or attachment thereto and together with any amendments thereof. “Per Share Merger Consideration” means, with respect to any Company Share that is issued and excellent immediately prior to the Effective Time after giving effect to the surrender and exchange of such Company Shares set forth beneath Section 3.01, a selection of shares of SPAC Class A Common Stock equal to the Exchange Ratio.
Stockholders, potential investors and different involved persons ought to read the proxy statement / prospectus fastidiously when it becomes obtainable earlier than making any voting or investment decisions. You might acquire free copies of these documents from the sources indicated above. “Market Stand Off” Agreement.
The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of SPAC, no such termination, repudiation, rescission, modification, supplement or modification is contemplated. There are no side letters and there are no Contracts, preparations or understandings, whether written or oral, with the Trustee or another Person that may trigger the description of the Trust Agreement within the SEC Reports to be inaccurate or entitle any Person (other than stockholders of SPAC who shall have elected to redeem their shares of SPAC Class A Common Stock pursuant to the SPAC Stockholder Redemption or the underwriters of SPAC’s initial public offering in respect of their Deferred Discount ) to any portion of the proceeds in the Trust Account. ”)) and less up to $100,000 of interest to pay dissolution expenses)), divided by the variety of then outstanding Offering Shares, which redemption will fully extinguish all Public Stockholders’ rights as stockholders , subject to relevant legislation, and as promptly as reasonably potential following such redemption, topic to the approval of SPAC’s remaining stockholders and SPAC’s board of administrators, dissolve and liquidate, subject in each case to SPAC’s obligations beneath Delaware legislation to supply for claims of creditors and different requirements of relevant legislation. The Sponsor and every Insider conform to not propose any amendment to the Charter that might modify the substance or timing of SPAC’s obligation to redeem 100 percent of the Offering Shares if SPAC does not full a Business Combination inside the required time period set forth in the Charter or with respect to some other material provisions referring to stockholders’ rights or pre-initial business mixture exercise, except SPAC offers its Public Stockholders with the chance to redeem their Offering Shares upon approval of any such modification at a per-share worth, payable in money, equal to the aggregate quantity then on deposit within the Trust Account, together with interest , divided by the number of then outstanding Offering Shares. The proposed transactions shall be submitted to shareholders of CCIV for their consideration. CCIV intends to file a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) which is in a position to embrace preliminary and definitive proxy statements to be distributed to CCIV’s shareholders in reference to CCIV’s solicitation for proxies for the vote by CCIV’s shareholders in reference to the proposed transactions and other issues as described in the Registration Statement, in addition to the prospectus relating to the provide of the securities to be issued to Lucid’s shareholders in reference to the completion of the proposed enterprise mixture.