Backstop Closing Conditions Sample Clauses

Backstop Closing Conditions. (a) The obligation of the Purchaser to purchase the Exchangeable Notes at the Backstop Closing under this Agreement shall be subject to the fulfillment, at or prior to the Backstop Closing (or at such later time if specified below), of each of the following conditions, any of which, to the extent permitted by applicable Laws, may be waived by the Purchaser: (i) The Mergers shall be consummated substantially concurrently with, and/or immediately following, the purchase of the Exchangeable Notes; (ii) The issued and outstanding shares of Pubco Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against Pubco by NYSE or the SEC with respect to any intention by such entity to deregister the shares of Pubco Common Stock or prohibit or terminate the listing of the shares of Pubco Common Stock on NYSE. The shares of Pubco Common Stock underlying the Exchangeable Notes are approved for listing on NYSE, subject to notice of issuance; (iii) Delivery by Pubco of an executed Joinder to this Agreement, in the form attached hereto as Exhibit C. (iv) All conditions precedent to Closing set forth in the Business Combination Agreement shall have been satisfied (other than those conditions which, by their nature, are to be satisfied upon Closing) or waived in accordance with the Business Combination Agreement; and (v) No provision of applicable Law, and no judgment, injunction, order or decree of any applicable Governmental Authority, shall enjoin or prohibit the consummation of the transactions contemplated hereby. (b) The obligation of the Company to issue and sell the Exchangeable Notes at the Backstop Closing under this Agreement shall be subject to the fulfillment, at or prior to the Backstop Closing (or at such later time if specified below), of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company: (i) The Mergers shall be consummated substantially concurrently with, and/or immediately following, the purchase of the Exchangeable Notes; (ii) Delivery of the Backstop Notice to the Purchaser; (iii) The representations and warranties of the Purchaser set forth in Section 3 of this Agreement shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Backsto...