Additional Conditions to the Obligations of SPAC. The obligations of SPAC to effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived (to the extent permitted by applicable Legal Requirements), in writing, exclusively by SPAC: (a) (i) The Fundamental Representations of the Company and Merger Sub shall be true and correct in all material respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained therein) at and as of the Closing as though made at and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date) and (ii) all other representations and warranties of the Company and Merger Sub set forth in Article IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) at and as of the Closing as though made at and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (ii), where any failure of such representations and warranties of the Company to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Each of the Company and Merger Sub shall have performed or complied with all agreements, obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, in each case in all material respects. (c) Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect. (d) The Company shall have delivered to SPAC a certificate, signed by an authorized executive officer of the Company and dated as of the Closing Date, certifying as to the matters set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c).
Appears in 2 contracts
Samples: Merger Agreement (Pagaya Technologies Ltd.), Merger Agreement (EJF Acquisition Corp.)
Additional Conditions to the Obligations of SPAC. The obligations of SPAC to consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived (to the extent permitted by applicable Legal Requirements)waived, in writing, exclusively by SPAC:
(a) (i) The Fundamental Representations of the Company and Merger Sub shall be true and correct in all material respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained therein) at and as of the Closing as though made at and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date); (ii) the representation and warranty set forth in Section 4.9(b) shall be true and correct at and as of the Closing as though made at and as of the Closing; and (iiiii) all other representations and warranties of the Company and Merger Sub set forth in Article IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) at and as of the Closing as though made at and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (iiiii), where any failure of such representations and warranties of the Company and Merger Sub to be so true and correct has not had and would not reasonably be expected to have, individually or and in the aggregate, a Company Material Adverse EffectEffect; provided that for purposes of this Section 8.3(a), no event that is contemplated by the distribution of the Price Adjustment Rights or the Capital Restructuring shall be deemed to constitute an inaccuracy in or breach of any such representations and warranties of the Company or Merger Sub.
(b) Each of the Company and Merger Sub shall have performed or complied with all agreements, obligations and covenants required by this Agreement to be performed or complied with by it on at or prior to the Closing Date, in each case in all material respects.
(c) Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.
(d) The Company shall have delivered to SPAC a certificate, signed by an authorized executive officer of the Company and dated as of the Closing Date, certifying as to the matters set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c).
Appears in 1 contract
Samples: Business Combination Agreement (MedTech Acquisition Corp)
Additional Conditions to the Obligations of SPAC. The obligations of SPAC to consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived (to the extent permitted by applicable Legal Requirements)waived, in writing, exclusively by SPAC:
(a) (i) The Fundamental Representations of the Company and Merger Sub shall be true and correct in all material respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained therein) at and as of the Closing as though made at and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date) and (ii) all other representations and warranties of the Company and Merger Sub set forth in Article IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) at and as of the Closing as though made at and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (ii), where any failure of such representations and warranties of the Company to be so true and correct has not had and would not reasonably be expected to have, individually or and in the aggregate, a Company Material Adverse Effect; provided that for purposes of this Section 8.3(a), no event that is contemplated by the distribution of the Price Adjustment Rights, Capital Restructuring, Self-Tender Offer or Pre-PIPE Conversion shall be deemed to constitute an inaccuracy in or breach of any such representations and warranties of the Company or Merger Sub.
(b) Each of the Company and Merger Sub shall have performed or complied with all agreements, obligations and covenants required by this Agreement to be performed or complied with by it on at or prior to the Closing Date, in each case in all material respects.
(c) Since the date of this Agreement, there shall not have occurred any Company Material Adverse EffectEffect that exists as of the Closing.
(d) Available Cash shall equal or exceed $100,000,000.00.
(e) The Company shall have delivered to SPAC a certificate, signed by an authorized executive officer representative of the Company and dated as of the Closing Date, certifying as to the matters set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fintech Acquisition Corp V)
Additional Conditions to the Obligations of SPAC. The obligations of the SPAC Parties to consummate and effect the Merger Merger, the Share Swap and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any one or more of which may be waived (to the extent permitted by applicable Legal Requirements)waived, in writing, exclusively by SPAC:
(a) (i) The Fundamental Representations of the Company and Merger Sub New PubCo, to the extent not qualified as to materiality or “Company Material Adverse Effect” shall be true and correct in all material respects (without giving effect respects, and to any limitation as to “materiality”the extent so qualified shall be true in all respects, “Company Material Adverse Effect” or any similar limitation contained therein) at on and as of the Closing as though made at on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date) ); and (ii) all other representations and warranties of the Company and Merger Sub New PubCo set forth in Article IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) at on and as of the Closing as though made at on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (ii), where any failure failures of such representations and warranties of the Company and New PubCo to be so true and correct correct, individually and in the aggregate, has not had and would is not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect.
(b) Each of the Company and Merger Sub Parties shall have performed or complied with all agreements, obligations agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Closing Date, in each case Merger Effective Time in all material respects.
(c) Since No Company Material Adverse Effect shall have occurred since the date of this Agreement, there shall not have occurred any Company Material Adverse EffectAgreement that exists as of the Closing.
(d) The Company shall have delivered to Exchange Sub the Share Swap Agreement, duly executed by the Company.
(e) The Company shall have delivered to SPAC the Closing Payment Schedule.
(f) The Company shall have delivered to SPAC a certificate, signed by an authorized executive officer representative of the Company and New PubCo, respectively, and dated as of the Closing Date, certifying as to the matters set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c).
(g) The Company shall have delivered to SPAC the Registration Rights Agreement, duly executed by New PubCo and the Company Shareholders set forth in Section 8.3(g) of the Company Disclosure Letter.
Appears in 1 contract
Samples: Business Combination Agreement (Jaguar Global Growth Corp I)
Additional Conditions to the Obligations of SPAC. The obligations of the SPAC Parties to consummate and effect the Merger Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing First Effective Time of each of the following conditions, any of which may be waived (to the extent permitted by applicable Legal Requirements)waived, in writing, exclusively by SPAC:
(a) (i) The Fundamental Representations of the Company and Merger Sub shall be true and correct in all material but de minimis respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained therein) at on and as of the Closing as though made at on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date); (ii) the representations and warranties of the Company set forth in the first sentence of Section 4.3(a) shall be true and correct in all material respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained therein), other than deviations that are properly reflected on the Closing Payments Schedule to be delivered prior to Closing pursuant to Section 3.9(b), on and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date) and (iiiii) all other representations and warranties of the Company and Merger Sub set forth in Article IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) at on and as of the Closing as though made at on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (iiiii), where any failure failures of such representations and warranties of the Company to be so true and correct correct, individually and in the aggregate, has not had and would is not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect.
(b) Each of the The Company and Merger Sub shall have performed or complied with all agreements, obligations agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Closing Date, in each case First Effective Time in all material respects.
(c) Since No Company Material Adverse Effect shall have occurred since the date of this Agreement, there shall not have occurred any Company Material Adverse EffectAgreement that exists as of the Closing.
(d) The Company shall have delivered to SPAC a certificate, signed by an authorized executive officer representative of the Company and dated as of the Closing DateFirst Effective Time, certifying as to the matters set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c).
Appears in 1 contract
Samples: Business Combination Agreement (Alpha Capital Acquisition Co)
Additional Conditions to the Obligations of SPAC. The obligations of SPAC to consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived (waived, to the extent permitted by applicable Applicable Legal Requirements), in writing, exclusively by SPAC:
(a) (i) The Fundamental Representations of the Company and Merger Sub shall be true and correct in all material respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained thereincontain herein) at on and as of the date of this Agreement and on as of the Closing Date as though made on and as of the Closing as though made at and as of the Closing Date (except (A) to the extent that any such representation and warranty expressly speaks as of an earlier date; and (B) except for such Fundamental Representations that are qualified with “Company Material Adverse Effect” which shall be true and correct in all respects, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date) and ); (ii) all other representations and warranties of the Company and Merger Sub set forth in Article IV III (other than the representations and warranties set forth in Section 3.09(b)) hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) at on and as of the date of this Agreement and on as of the Closing Date as though made on and as of the Closing as though made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in except where the case of this clause (ii), where any failure of such representations and warranties of the Company to be so true and correct has not had and would not reasonably be expected to havecorrect, individually or in the aggregate, has not had and is not reasonably likely to have a Company Material Adverse Effect.
; and (biii) Each the representations and warranties set forth in Section 3.09(b) shall be true and correct as of the Company and Merger Sub shall have performed or complied with all agreements, obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, in each case in all material respects.
(c) Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.
(d) The Company shall have delivered to SPAC a certificate, signed by an authorized executive officer of the Company and dated as of the Closing Date, certifying as to the matters set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c).
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp)
Additional Conditions to the Obligations of SPAC. The obligations of the SPAC to consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived (to the extent permitted by applicable Legal Requirements)waived, in writing, exclusively by SPAC:
(a) (i) The Fundamental Representations of the Company Company, New PubCo and Merger Sub shall be true and correct in all material but de minimis respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained therein) at on and as of the Closing as though made at on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date) ); and (ii) all other representations and warranties of the Company Company, New PubCo and Merger Sub set forth in Article IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) at on and as of the Closing as though made at on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (ii), where any failure failures of such representations and warranties of the Company Company, New PubCo and Merger Sub to be so true and correct correct, individually and in the aggregate, has not had and would is not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect.
(b) Each of the Company The Company, New PubCo and Merger Sub shall have performed or complied with all agreements, obligations agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Closing Date, in each case in all material respectsrespects pursuant to the terms hereof, except for those agreements and covenants contained in Section 7.24.
(c) Since No Company Material Adverse Effect shall have occurred since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.
(d) The Company shall have delivered to SPAC a certificate, signed by an authorized executive officer representative of the Company and dated as of the Closing DateClosing, certifying as to the matters set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c).
(e) The Contribution Agreement, duly executed by each of the Company Shareholders and any Person who executes a joinder to such Contribution Agreement in accordance with Section 7.23, shall have been delivered to SPAC, and the Contribution and the transactions contemplated thereby shall have been consummated in accordance with the provisions thereof.
(f) All parties to the Registration Rights Agreement (other than SPAC Sponsor) shall have delivered, or caused to be delivered, to SPAC copies of the Registration Rights Agreement duly executed by all such parties.
(g) All parties to the Lock-up Agreement (other than SPAC Sponsor) shall have delivered, or caused to be delivered, to SPAC copies of the Lock-up Agreement duly executed by all such parties.
(h) Each of the Company, New PubCo and/or Merger Sub shall have delivered to SPAC each other Transaction Agreement contemplated to be executed at the Closing duly executed by the Company, New PubCo and/or Merger Sub, as applicable.
(i) The Company shall have delivered termination agreements with respect to each Specified Company Agreement duly executed by the Company.
(j) The Company shall have delivered amendments to the Contracts set forth on Section 8.3(j) of the Company Disclosure Schedule in accordance with the terms of Section 7.25.
Appears in 1 contract
Samples: Business Combination Agreement (Mercato Partners Acquisition Corp)
Additional Conditions to the Obligations of SPAC. The obligations of the SPAC to consummate and effect the Merger Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing First Effective Time of each of the following conditions, any of which may be waived (to the extent permitted by applicable Legal Requirements)waived, in writing, exclusively by SPAC:
(a) (i) The Fundamental Representations of the Company Company, AGH, New PubCo, HoldCo and Merger Sub shall be true and correct in all material but de minimis respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained therein) at on and as of the Closing as though made at on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date) ); and (ii) all other representations and warranties of (A) the Company set forth in Article IV hereof and (B) of each of New PubCo, HoldCo and Merger Sub set forth in Article IV hereof their respective Joinder Agreements shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) at on and as of the Closing as though made at on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (ii), where any failure failures of such representations and warranties of the Company Company, New PubCo, HoldCo and Merger Sub to be so true and correct correct, individually and in the aggregate, has not had and would is not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect.
(b) Each of the Company The Company, New PubCo and Merger Sub shall have performed or complied with all agreements, obligations agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Closing Date, in each case First Effective Time in all material respects.
(c) Since No Company Material Adverse Effect shall have occurred since the date of this Agreement, there shall not have occurred any Company Material Adverse EffectAgreement that exists as of the Closing.
(d) The Company shall have delivered to SPAC a certificate, signed by an authorized executive officer representative of the Company and dated as of the Closing DateFirst Effective Time, certifying as to the matters set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c).
(e) The Pre-Closing Restructuring shall have been completed.
(f) Each of HoldCo, Merger Sub and New PubCo shall have been incorporated and shall have duly executed and delivered to SPAC a Joinder Agreement.
(g) Each of the Company and New PubCo shall have duly executed and delivered to SPAC the Registration Rights Agreement and Lock-up Agreement.
Appears in 1 contract
Samples: Business Combination Agreement (Rose Hill Acquisition Corp)
Additional Conditions to the Obligations of SPAC. The obligations of SPAC Parties to consummate and effect SPAC Merger, the Merger Share Swap and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any one or more of which may be waived (to the extent permitted by applicable Legal Requirements)waived, in writing, exclusively by SPAC:
(a) (i) The Fundamental Representations of the Company and Merger Sub the Acquisition Entities shall be true and correct in all material respects (without giving effect respects, and to any limitation as to “materiality”the extent so qualified shall be true in all respects, “Company Material Adverse Effect” or any similar limitation contained therein) at on and as of the Closing as though made at on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date) ); and (ii) all other representations and warranties of the Company and Merger Sub set forth in Article IV hereof and the Acquisition Entities set forth in Article V hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) at on and as of the Closing as though made at on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (ii), where any failure failures of such representations and warranties of the Company and the Acquisition Entities to be so true and correct correct, individually and in the aggregate, has not had and would is not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect.
(b) Each of the Company and Merger Sub Parties shall have performed or complied with all agreements, obligations agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Closing Date, in each case Merger Effective Time in all material respects.
(c) Since No Company Material Adverse Effect shall have occurred since the date of this Agreement, there shall not have occurred any Company Material Adverse EffectAgreement that exists as of the Closing.
(d) The Company shall have delivered to Exchange Sub the Share Swap Agreement, duly executed by the Company.
(e) The Company shall have delivered to SPAC the Closing Payment Schedule.
(f) The Company shall have delivered to SPAC a certificate, signed by an authorized executive officer representative of the Company and dated as of the Closing Date, certifying as to the matters set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c).
(g) The Company shall have delivered to SPAC the Registration Rights Agreement, duly executed by PubCo and the Company Shareholders.
(h) Exchange Sub and Company shall have delivered to SPAC a share swap agreement in a form that is reasonably acceptable to the Parties and reflects the terms of this Agreement to the extent applicable, duly executed by Exchange Sub and the Company (the “Share Swap Agreement”).
(i) The Company shall have delivered to SPAC the Lock Up Agreement, duly executed by the Company Shareholders.
(j) PubCo shall have obtained SPAC D&O Tail Policy.
Appears in 1 contract
Samples: Business Combination Agreement (Mountain Crest Acquisition Corp. V)
Additional Conditions to the Obligations of SPAC. The obligations of the SPAC Parties to consummate and effect the Merger Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived (to the extent permitted by applicable Legal Requirements)waived, in writing, exclusively by SPAC:
(a) (i) The Fundamental Representations of the Company and Merger Sub shall be true and correct in all material but de minimis respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained therein) at on and as of the Closing as though made at on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date); (ii) the representations and warranties of the Company set forth in the first sentence of Section 4.3(a) shall be true and correct in all material respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained therein), other than deviations that are properly reflected on the Closing Payments Schedule to be delivered prior to Closing pursuant to Section 3.9(b), on and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date) and (iiiii) all other representations and warranties of the Company and Merger Sub set forth in Article IV IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) at on and as of the Closing as though made at on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (iiiii), where any failure failures of such representations and warranties of the Company to be so true and correct correct, individually and in the aggregate, has not had and would is not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect.
(b) Each of the The Company and Merger Sub shall have performed or complied with all agreements, obligations agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Closing Date, in each case in all material respects.
(c) Since No Company Material Adverse Effect shall have occurred since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.
(d) The Company shall have delivered to SPAC a certificate, signed by an authorized executive officer representative of the Company and dated as of the Closing Date, certifying as to the matters set forth in Section 8.3(a8.3(a), Section 8.3(b8.3(b) and Section 8.3(c8.3(c).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (FTAC Olympus Acquisition Corp.)
Additional Conditions to the Obligations of SPAC. The obligations of SPAC to consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived (waived, to the extent permitted by applicable Legal Requirements)Applicable Law, in writing, exclusively by SPAC:
(a) (i) The Fundamental Representations of the Company and Merger Sub shall be true and correct in all material respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained thereincontain herein) at on and as of the date of this Agreement and on as of the Closing Date as though made on and as of the Closing as though made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date) and ); (ii) all other representations and warranties of the Company and Merger Sub set forth in Article IV ARTICLE III (other than the representations and warranties set forth in Section 3.9(b)) hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) at on and as of the date of this Agreement and on as of the Closing Date as though made on and as of the Closing as though made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in except where the case of this clause (ii), where any failure of such representations and warranties of the Company to be so true and correct correct, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect; and (iii) the representation and warranty set forth in Section 3.9(b)) shall be true and correct as of the date of this Agreement.
(b) Each of the The Company and Merger Sub shall have performed or complied with all agreements, obligations agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Closing Date, in each case case, in all material respects.
(c) Since No change, event, state of facts, development or occurrence shall have occurred since the date of this Agreement, there shall not that, individually or in the aggregate with all other changes, events, state of facts, developments or occurrences, has had or would reasonably be expected to have occurred any a Company Material Adverse EffectEffect that is continuing.
(d) The Company shall have delivered delivered, or caused to SPAC be delivered, a certificate, signed by an authorized executive officer of the Company and dated as of the Closing Date, certifying as to the matters set forth in Section 8.3(a7.3(a), Section 8.3(b7.3(b) and Section 8.3(c7.3(c).
Appears in 1 contract
Additional Conditions to the Obligations of SPAC. The obligations of the SPAC to consummate and effect the Merger Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing First Effective Time of each of the following conditions, any of which may be waived (to the extent permitted by applicable Legal Requirements)waived, in writing, exclusively by SPAC:
(a) (i) The Fundamental Representations of the Company, the Company Shareholder, New PubCo and Merger Sub shall be true and correct in all material but de minimis respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained therein) at on and as of the Closing as though made at on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date); (ii) the representations and warranties of the Company set forth in the first sentence of Section 4.4(a) shall be true and correct in all material respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained therein), other than deviations that are properly reflected on the Closing Payment Schedule to be delivered prior to the Closing pursuant to Section 3.6, on and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date) and (iiiii) all other representations and warranties of the Company Company, New PubCo and Merger Sub set forth in Article IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) at on and as of the Closing as though made at on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (iiiii), where any failure failures of such representations and warranties of the Company Company, New PubCo and Merger Sub to be so true and correct correct, individually and in the aggregate, has not had and would is not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect.
(b) Each of the Company The Company, New PubCo and Merger Sub shall have performed or complied with all agreements, obligations agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Closing Date, in each case First Effective Time in all material respects.
(c) Since No Company Material Adverse Effect shall have occurred since the date of this Agreement, there shall not have occurred any Company Material Adverse EffectAgreement that exists as of the Closing.
(d) The Company shall have delivered to SPAC a certificate, signed by an authorized executive officer representative of the Company and dated as of the Closing DateFirst Effective Time, certifying as to the matters set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c).
Appears in 1 contract