“First Merger” means the merger of Merger Sub I with and
into HydraFacial, with HydraFacial continuing as the surviving
“Founder Shares” means the 11,500,000 shares of Class B
Stock that are currently owned by our Sponsor.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.
“HSR Approval” means the expiration or termination of the
waiting period under the HSR Act.
“HydraFacial” means prior to the Business Combination, LCP
Edge Intermediate, Inc., a Delaware corporation and indirect parent
of Edge Systems LLC d/b/a The HydraFacial Company, and, unless the
context otherwise requires, together with its subsidiaries, and
after the Business Combination, the Surviving Company and its
“HydraFacial Stockholder” means the holders of common stock
and preferred stock of HydraFacial that is issued and outstanding
immediately prior to the effective time of the Mergers, DWHP and
“Innisfree” means Innisfree M&A Incorporated, proxy
solicitor to the Company.
“Investment Company Act” means the Investment Company Act of
1940, as amended.
“Investor Representation Letters” means the investor
representation letters, by and between the Company and each
HydraFacial Stockholder, to be entered into at the closing of the
Business Combination, pursuant to which each HydraFacial
Stockholder will make certain representations, warranties and
agreements regarding the issuance of Stock Consideration to such
HydraFacial Stockholder, and substantially in the form attached as
Annex H to this proxy statement.
“Investor Rights Agreement” means the investor rights
agreement to be entered into at the closing of the Business
Combination, by and between LCP and the Company, and substantially
in the form attached hereto as Annex G.
“IPO” means the Company’s initial public offering,
consummated on October 2, 2020, through the sale of 46,000,000
public units (including 6,000,000 units sold pursuant to the
underwriters’ partial exercise of their over-allotment option) at
$10.00 per unit.
“IPO Closing Date” means October 2, 2020.
“JOBS Act” means the Jumpstart Our Business Startups Act of
“LCP” means LCP Edge Holdco, LLC, a Delaware limited
means the lock-up agreement
to be entered into at the closing of the Business Combination, by
and among the Company, our Sponsor and the HydraFacial
Stockholders, and substantially in the form attached hereto as
“Marcum” means Marcum LLP, independent registered public
accounting firm to Vesper.
“Merger Agreement” means that certain Agreement and Plan of
Merger, dated as of December 8, 2020, by and among the
Company, Merger Sub I, Merge Sub II, HydraFacial, and LCP.
“Merger Sub I” means Hydrate Merger Sub I, Inc., a Delaware
corporation and a direct, wholly owned subsidiary of the
“Merger Sub II” means Hydrate Merger Sub II, LLC, a Delaware
limited liability company and a direct, wholly owned subsidiary of