Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions. (b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination. (c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)). (d) There is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or would be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d). (e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect. (f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. (g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation. (i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 2 contracts
Samples: Merger Agreement (Spring Valley Acquisition Corp.), Merger Agreement (Spring Valley Acquisition Corp.)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c5.12(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 monthly, $250,000 in the aggregate annually with respect to any individual Contract or more than $500,000 in the aggregate annually when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c5.12(c)).
(d) There is no liability, debt or obligation against Acquiror or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended June 30, 2020 2019 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31June 30, 2020 2019 in the ordinary course of the operation of business of the Acquiror and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d5.12(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreementsancillary agreements to this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(ih) Since the date of Acquiror’s incorporationformation, (i) there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23December 31, 2020 2018 through the date of this Agreement, Acquiror and Merger Sub its Subsidiaries have not taken any action that (A) would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereofhereof or (B) is material to the Acquiror and its Subsidiaries, taken as a whole.
(i) None of Acquiror or Merger Sub or any of their respective Subsidiaries or Associates has an interest of five percent (5%) or greater in an entity that competes with the Company or any of its Subsidiaries in the field of: (i) home security monitoring services (including doorbell cameras), (ii) home energy management technology (i.e., auto-adjusting lighting or climate control), or (iii) “smart home” centralized home automation systems. For purposes of this Section 5.12(i), “Associate” is defined pursuant to 16 C.F.R. § 801.1(d)(2).
Appears in 2 contracts
Samples: Merger Agreement (APX Group Holdings, Inc.), Merger Agreement (Mosaic Acquisition Corp.)
Business Activities; Absence of Changes. (a) Since its respective incorporation, neither Acquiror nor Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or Merger Sub or to which Acquiror or Merger Sub is a party which that has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or Merger Sub or any acquisition of property by Acquiror or Merger Sub or the conduct of business by Acquiror or Merger Sub as currently conducted or as contemplated to be conducted as of the Closing Closing, other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or and Merger Sub to enter into, into and perform its their respective obligations under this Agreement and consummate the TransactionsAgreement.
(b) Other than Except for Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement Agreement, the Contracts expressly contemplated hereby and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party toto or bound by, bound by or has and does not have its assets or property subject to, in each case case, whether directly or indirectly, any Contract or transaction which that is, or could reasonably be interpreted as constituting, a Business Combination.
(c) . Except for (i) this Agreement and the agreements expressly transactions contemplated hereby (including any agreements permitted by Section 7.03)herein, (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or would be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(gc) Merger Sub was formed solely for the purpose of effecting the Merger transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the Merger transactions contemplated hereby and has no, and at all times prior to the Effective Time except as expressly contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(d) As of the date hereof, there is no liability, debt or obligation of Acquiror or Merger Sub that would be required to be set forth or reserved for on a consolidated balance sheet of Acquiror and Merger Sub (and the notes thereto) prepared in accordance with GAAP consistently applied and in accordance with past practice, except for liabilities, debts or obligations (i) Since reflected or reserved for on Acquiror’s consolidated balance sheet for the quarter ended March 31, 2023 as reported on Form 10-Q or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and its Subsidiaries, taken as a whole), (ii) that have arisen since the date of Acquiror’s incorporationconsolidated balance sheet for the quarter ended March 31, 2023 as reported on Form 10-Q in the ordinary course of the operation of business of Acquiror and its Subsidiaries, (iii) disclosed in the Schedules, including Schedule 5.09(d), or (iv) for professional fees and other Outstanding Acquiror Expenses, including with respect to legal and accounting advisors incurred by the Acquiror or its Subsidiaries in connection with the Transactions.
(e) Neither Acquiror nor Merger Sub has any material Indebtedness.
(f) Since the incorporation of Acquiror, there has not been any change, development, condition, occurrence, event or effect relating occurrence that has had, or would not reasonably be expected to the Acquiror or Merger Sub thathave, individually or in the aggregate, resulted in, a material adverse effect on the ability of Acquiror or would reasonably be expected Merger Sub to result in, an Acquiror Material Adverse Effect enter into and (ii) from November 23, 2020 through the date of perform their obligations under this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 2 contracts
Samples: Merger Agreement (American Battery Materials, Inc.), Merger Agreement (Seaport Global Acquisition II Corp.)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.037.02), (ii) as set forth on Schedule 5.09(c5.10(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c))Person.
(d) There is no liabilityIndebtedness or other liability or obligation, debt contingent or obligation otherwise, against Acquiror or Merger SubAcquiror, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended June 30, 2020 2022 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a wholeAcquiror), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31ended June 30, 2020 2022 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a wholeAcquiror) or (iii) disclosed in Schedule 5.09(d5.10(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect to enter into and perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23June 30, 2020 2022 through the date of this Agreement, Acquiror and Merger Sub have has not taken any action that would require the consent of the Company pursuant to Section 7.03 7.02 if such action had been taken after the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sable Offshore Corp.), Merger Agreement (Flame Acquisition Corp.)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c7.01) and (iiiii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 50,000 monthly, $100,000 in the aggregate annually with respect to any individual Contract or more than $250,000 in the aggregate annually when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c7.01)).
(d) There is no liability, debt or obligation against Acquiror or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended September 30, 2020 2022 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole), ) or (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31September 30, 2020 2022 in the ordinary course of the operation of business of the Acquiror and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Mxxxxx Sub or the conduct of business by Merger Mxxxxx Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary AgreementsAgreements to this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(ih) Since the date of Acquiror’s incorporationformation through and including the date of this Agreement, (i) there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and Merger Sub its Subsidiaries have not taken any action that would require the consent of the Company pursuant to Section 7.03 7.01 if such action had been taken after the date hereofof this Agreement.
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of for the quarterly period ended December 31, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror SEDA has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror SEDA’s Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror SEDA or to which Acquiror SEDA is a party which that has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror SEDA or any acquisition of property by Acquiror SEDA or the conduct of business by Acquiror SEDA as currently conducted or as contemplated to be conducted as of the Closing Closing, other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub SEDA to enter into, into and perform its obligations under this Agreement and consummate the TransactionsAgreement.
(b) Other than Merger Sub, Acquiror SEDA does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement Agreement, the Contracts expressly contemplated hereby and the Transactions, Acquiror SEDA has no interests, rights, obligations or liabilities with respect to, and is not party toto or bound by, bound by or has and does not have its assets or property subject to, in each case case, whether directly or indirectly, any Contract or transaction which that is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except As of the date hereof and except for (i) this Agreement and the agreements Contracts expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) or as set forth on Schedule 5.09(c7.09(c) and (iii) with respect to fees and expenses of Acquiror’s legalthe SEDA Disclosure Schedules, financial and other advisors, Acquiror SEDA is not party to any Contract with any other Person that would require payments by Acquiror SEDA or any of its Subsidiaries after the date hereof in excess of $150,000 10,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements Contracts expressly contemplated hereby (including any agreements permitted by Section 7.03) and hereby, Contracts set forth on Schedule 5.09(c)7.09(c) of the SEDA Disclosure Schedules and any such payments to be made as SEDA Transaction Expenses).
(d) There Except as set forth on Schedule 7.09(d) of the SEDA Disclosure Schedules, as of the date hereof, there is no liability, debt or obligation against Acquiror of SEDA that would be required to be set forth or Merger Subreserved for on a consolidated balance sheet of SEDA prepared in accordance with GAAP consistently applied and in accordance with past practice, except for liabilities and Liabilities, debts or obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31, 2020 the SEDA Financials or disclosed in the notes thereto (other than any such liabilities Liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a wholeSEDA), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31, 2020 SEDA Financials in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or would beSEDA, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d)the SEDA Disclosure Schedules, or (iv) for professional fees, including with respect to legal and accounting advisors incurred by SEDA in connection with the Transactions.
(e) Except as provided for in the SEDA Financials, SEDA has no material Indebtedness.
(f) Since its organizationthe incorporation of SEDA, Merger Sub there has not conducted been any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitmentevent or occurrence that has had, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub thathave, individually or in the aggregate, resulted in, or would reasonably be expected a material adverse effect on the ability of SEDA to result in, an Acquiror Material Adverse Effect enter into and (ii) from November 23, 2020 through the date of perform its obligations under this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 1 contract
Samples: Business Combination Agreement (SDCL EDGE Acquisition Corp)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.037.02), (ii) as set forth on Schedule 5.09(c5.10(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.037.02) and Contracts set forth on Schedule 5.09(c5.10(c)).
(d) There is no liabilityIndebtedness or other liability or obligation, debt contingent or obligation otherwise, against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended September 30, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period ended December 31, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d5.10(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23July 28, 2020 through the date of this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 7.02 if such action had been taken after the date hereof.
Appears in 1 contract
Samples: Merger Agreement (Chardan Healthcare Acquisition 2 Corp.)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror Parent has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Parent Organizational Documents, there is no Contract, agreement, commitment or Governmental Order binding upon Acquiror Parent or to which Acquiror Parent is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Parent or any acquisition of property by Acquiror Parent or the conduct of business by Acquiror Parent as currently conducted or as contemplated to be conducted as of (including, in each case, following the Closing Closing) other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to be material to Parent, Merger Sub I and Merger Sub II, taken as a whole, or have a material adverse effect on the ability of Acquiror or Parent, Merger Sub I and Merger Sub II to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror Parent does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactionstransactions contemplated hereby, Acquiror Parent has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror Parent or Merger Subits Subsidiaries, except for liabilities and obligations obligations: (i) provided for in, or otherwise reflected or reserved for the financial statements and notes contained or incorporated by reference in the Parent SEC Reports; (ii) reflected or reserved for on AcquirorParent’s consolidated balance sheet as of December 31January 22, 2020 2021 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a wholeParent), ; (iiiii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31January 22, 2020 2021 in the ordinary course of the operation of business of the Acquiror and Merger Sub Parent (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror Parent and Merger Subits Subsidiaries, taken as a whole) ); or (iiiiv) disclosed in Schedule 5.09(d6.12(c).
(ed) Since its their organization, neither Merger Sub has not I nor Merger Sub II have conducted any business activities other than activities directed toward the accomplishment of the MergerMergers. Except as set forth in the organizational documents of Merger Sub’s organizational documentsSub I and Merger Sub II, there is are no agreement, commitment, Contracts or Governmental Order Orders binding upon either Merger Sub I or Merger Sub II or to which Merger Sub I or Merger Sub II is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub I or Merger Sub II or any acquisition of property by Merger Sub I or Merger Sub II or the conduct of business by Merger Sub I or Merger Sub II as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to be material to Parent, Merger Sub I and Merger Sub II, taken as a whole, or have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub I or Merger Sub II to enter into and perform their respective obligations under this Agreement and consummate the Transactions.
(fe) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) I and Merger Sub was II were formed solely for the purpose of effecting the Merger Mergers and has have not engaged in any business activities or conducted any operations other than in connection with the Merger Mergers and has have no, and at all times prior to the Effective Time and Second Effective Time, as applicable, except as contemplated by this Agreement or the Ancillary other Transaction Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to their formation. Merger Sub II has at all times during its formationexistence been treated as a disregarded entity for federal and applicable state and local income Tax purposes, and no election has been made or will be made to treat Merger Sub II as a corporation for income Tax purposes.
(if) Since the date of AcquirorParent’s incorporationformation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub Parent that, individually or in the aggregate, resulted in, or would reasonably be expected to result inbe material to Parent, an Acquiror Material Adverse Effect Merger Sub I and (ii) from November 23Merger Sub II, 2020 taken as a whole, or have a material adverse effect on the ability of Parent to enter into and perform its obligations under this Agreement and consummate the Transactions. From January 19, 2021 through the date of this Agreement, Acquiror and Merger Sub have Parent has not taken any action that would require the consent of the Company pursuant to Section 7.03 8.02 if such action had been taken after the date hereof.
(g) Except for (i) this Agreement, (ii) the agreements expressly contemplated hereby or as set forth on Schedule 6.16(a) and (iii) any Contract that will expire by its terms or the obligations for which will be fully satisfied upon the Closing, Parent and its Subsidiaries are not, and at no time have been, party to any Contract with any other Person that would require payments by Parent or any of its Subsidiaries in excess of $25,000 monthly or $250,000 in the aggregate. Schedule 6.12(g) sets forth the principal amount of all of the outstanding Indebtedness, as of the date hereof, of Parent and its Subsidiaries.
(h) Except as set forth in Parent SEC Reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, there has not been: (i) any declaration, setting aside or payment of any dividend on, or other distribution in respect of, any of Parent’s capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent’s capital stock or any other securities of Parent or any options, warrants, calls or rights to acquire any such shares or other securities; (ii) any split, combination or reclassification of any of Parent’s capital stock; (iii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP (or any interpretation thereof) or applicable Law; (iv) any change in the auditors of Parent; (v) any issuance of capital stock of Parent; or (vi) any revaluation by Parent of any of its assets, including any sale of assets of Parent other than in the ordinary course of business.
(i) Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, Parent owns good and marketable title to, or holds a valid leasehold interest in, or a valid license to use, all of the assets used by Parent in the operation of its business and which are material to Parent, free and clear of any Liens (other than Permitted Liens).
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement Agreement, agreements set forth in Schedule 5.12 (c), and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c7.01) and (iiiii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 monthly, $250,000 in the aggregate annually with respect to any individual Contract or more than $500,000 in the aggregate annually when taken together with all other Contracts (other than this Agreement Agreement, agreements set forth in Schedule 5.12 (c), and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c7.01)).
(d) There is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended June 30, 2020 2022 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), ) or (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31June 30, 2020 2022 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Mxxxxx Sub or the conduct of business by Merger Mxxxxx Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary AgreementsAgreements to this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(ih) Since the date of Acquiror’s incorporationformation through and including the date of this Agreement, (i) there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and Merger Mxxxxx Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 7.01 if such action had been taken after the date hereofof this Agreement.
Appears in 1 contract
Business Activities; Absence of Changes. Except as expressly contemplated by this Agreement (including as contemplated by any Pre-Closing Financing, Proposal, Extension or Charter Amendment):
(a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.037.02), (ii) as set forth on Schedule 5.09(c5.10(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate 150,000, with respect to any individual Contract or $1,000,000, when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.037.02) and Contracts set forth on Schedule 5.09(c5.10(c)).
(d) There Except for any Indebtedness incurred by Acquiror or a Merger Sub with the consent of the Company as a result of or in connection with the consummation of the transactions contemplated hereby, there is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31, 2020 2022, or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and the Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period as of December 31, 2020 2022, in the ordinary course of the operation of business (including Working Capital Loans and Extension Loans) of the Acquiror and the Merger Sub (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and the Merger Sub, taken as a whole), (iii) except for payments for the redemption of Acquiror Public Shares in connection with the Charter Amendment or (iiiiv) disclosed in Schedule 5.09(d5.10(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in the Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Mxxxxx Sub or the conduct of business by Merger Mxxxxx Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its respective incorporation, neither Acquiror nor Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or Merger Sub or to which Acquiror or Merger Sub is a party which that has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or Merger Sub or any acquisition of property by Acquiror or Merger Sub or the conduct of business by Acquiror or Merger Sub as currently conducted or as contemplated to be conducted as of the Closing Closing, other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or and Merger Sub to enter into, into and perform its their respective obligations under this Agreement and consummate the TransactionsAgreement.
(b) Other than Except for Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement Agreement, the Contracts expressly contemplated hereby and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party toto or bound by, bound by or has and does not have its assets or property subject to, in each case case, whether directly or indirectly, any Contract or transaction which that is, or could reasonably be interpreted as constituting, a Business Combination.
(c) . Except for (i) this Agreement and the agreements expressly transactions contemplated hereby (including any agreements permitted by Section 7.03)herein, (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or would be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(gc) Merger Sub was formed solely for the purpose of effecting the Merger transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the Merger transactions contemplated hereby and has no, and at all times prior to the Effective Time except as expressly contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(d) As of the date hereof and except for this Agreement and the Contracts expressly contemplated hereby or as set forth on Schedule 5.09(d), neither Acquiror nor Merger Sub is party to any Contract with any other Person that would require payments by Acquiror or any of its Subsidiaries after the date hereof in excess of $50,000 in the aggregate with respect to any individual Contract (other than this Agreement and the Contracts expressly contemplated hereby and Contracts set forth on Schedule 5.09(d)).
(e) As of the date hereof, there is no liability, debt or obligation of Acquiror or Merger Sub that would be required to be set forth or reserved for on a consolidated balance sheet of Acquiror and Merger Sub (and the notes thereto) prepared in accordance with GAAP consistently applied and in accordance with past practice, except for liabilities, debts or obligations (i) Since reflected or reserved for on Acquiror’s consolidated balance sheet for the year ended December 31, 2019 as reported on Form 10-K or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and its Subsidiaries, taken as a whole), (ii) that have arisen since the date of Acquiror’s incorporationconsolidated balance sheet for the year ended December 31, 2019 as reported on Form 10-K in the ordinary course of the operation of business of Acquiror and its Subsidiaries, (iii) disclosed in the Schedules, including Schedule 5.09(d) and Schedule 5.09(e), or (iv) for professional fees and other Outstanding Acquiror Expenses, including with respect to legal and accounting advisors incurred by the Acquiror or its Subsidiaries in connection with the Transactions.
(f) Neither Acquiror nor Merger Sub has any material Indebtedness.
(g) Since the incorporation of Acquiror, there has not been any change, development, condition, occurrence, event or effect relating occurrence that has had, or would not reasonably be expected to the Acquiror or Merger Sub thathave, individually or in the aggregate, resulted in, a material adverse effect on the ability of Acquiror or would reasonably be expected Merger Sub to result in, an Acquiror Material Adverse Effect enter into and (ii) from November 23, 2020 through the date of perform their obligations under this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c5.10(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 500,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c5.10(c)).
(d) There is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended September 30, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31September 30, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d5.10(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23July 28, 2020 through the date of this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
(i) None of Acquiror or Merger Sub or any of their respective Subsidiaries or Associates has an interest of five percent (5%) or greater in an entity that competes with the Company in the field of commercial or transit electric vehicles or powertrain systems. For purposes of this Section 5.10(i), “Associate” is defined pursuant to 16 C.F.R. § 801.1(d)(2).
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since the date of its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.037.2), (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisorsadvisors and (iii) directors’ and officers’ liability insurance, Acquiror is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 monthly, $250,000 in the aggregate annually with respect to any individual Contract or more than $500,000 in the aggregate annually when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c7.2)).
(d) There is no liability, debt or obligation against Acquiror or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended September 30, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole), ) or (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31ended September 30, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary AgreementsAgreements to this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(ih) Since the date of Acquiror’s incorporationformation through and including the date of this Agreement, (i) there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to consummate the Transactions and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and Merger Sub its Subsidiaries have not taken any action that would require the consent of the Company pursuant to Section 7.03 7.2 if such action had been taken after the date hereofof this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Falcon Capital Acquisition Corp.)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities related to its initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Governing Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, which have not had or would not, individually or in the aggregate, which reasonably be expected to have not had an Acquiror Material Adverse Effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the TransactionsEffect.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, is a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror or Merger SubLiability of Acquiror, except for liabilities and obligations Liabilities (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December for the quarterly period ended March 31, 2020 2021 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a wholeAcquiror), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December March 31, 2020 2021in the ordinary course of the operation of business of Acquiror, (iii) that are Outstanding Acquiror Expenses, (iv) arising under this Agreement or the performance by Acquiror of its obligations hereunder, (v) that have not been and Merger Sub (other than any such liabilities as are would not, individually or would be, in the aggregate, reasonably be expected to be material to Acquiror and Merger Sub, taken as a whole) or (iiivi) disclosed in Acquiror Schedule 5.09(d5.12(c).
(ed) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporationformation, there has not been any change, development, condition, occurrence, event or effect Effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted inwhich has had, or would reasonably be expected to result inhave, individually or in the aggregate, an Acquiror Material Adverse Effect and (ii) from November 23December 29, 2020 through the date of this Agreement, Acquiror and Merger Sub have has not taken any action that would require the consent of the Company pursuant to Section 7.03 7.02 if such action had been taken after the date hereof.
Appears in 1 contract
Samples: Business Combination Agreement (Isos Acquisition Corp.)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which that has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which that have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the TransactionsEffect.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust trust, or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations obligations, or liabilities with respect to, and is not party to, bound by by, or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which that is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c7.1) and (iiiii) with respect to fees and expenses of Acquiror’s legal, financial financial, and other advisorsadvisors or in connection with Acquiror’s directors’ and officers’ liability insurance policy, Acquiror is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 monthly, $250,000 in the aggregate annually with respect to any individual Contract Contract, or more than $500,000 in the aggregate annually when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)7.1).
(d) There is no liability, debt debt, or obligation against Acquiror or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended June 30, 2020 2022 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved reserved, or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole), ) or (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31ended June 30, 2020 2022 in the ordinary course of the operation of business of the Acquiror and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which that has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Xxxxxx Sub or the conduct of business by Merger Xxxxxx Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which effects, individually or in the aggregate, that have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust trust, or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, Documents to this Agreement will have no, assets, liabilities liabilities, or obligations of any kind or nature whatsoever other than those incident to its formation.
(ih) Since the date of Acquiror’s incorporationformation through and including the date of this Agreement, (i) there has not been any change, development, condition, occurrence, event event, or effect relating to the Acquiror or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and Merger Sub its Subsidiaries have not taken any action that would require the consent of the Company pursuant to Section 7.03 7.1 if such action had been taken after the date hereofof this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Western Acquisition Ventures Corp.)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would Acquiror reasonably expects, as of the date of this Agreement, to require payments by Acquiror in excess of $150,000 35,000,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c))Contracts.
(d) There is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended September 30, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31September 30, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d4.10(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(h) (i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23July 28, 2020 through the date of this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 6.03 if such action had been taken after the date hereof.
(i) None of Acquiror or Merger Sub or any of their respective Subsidiaries or Associates has an interest of five percent (5%) or greater in an entity that competes with the Company in the field of commercial or transit electric vehicles or powertrain systems. For purposes of this Section 5.10(i), “Associate” is defined pursuant to 16 C.F.R. § 801.1(d)(2).
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its respective incorporation, neither Acquiror nor Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or Merger Sub or to which Acquiror or Merger Sub is a party which that has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or Merger Sub or any acquisition of property by Acquiror or Merger Sub or the conduct of business by Acquiror or Merger Sub as currently conducted or as contemplated to be conducted as of the Closing Closing, other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, into and perform its their respective obligations under this Agreement and consummate the TransactionsAgreement.
(b) Other than Except for Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement Agreement, the Contracts expressly contemplated hereby and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party toto or bound by, bound by or has and does not have its assets or property subject to, in each case case, whether directly or indirectly, any Contract or transaction which that is, or could reasonably be interpreted as constituting, a Business Combination.
(c) . Except for (i) this Agreement and the agreements expressly transactions contemplated hereby (including any agreements permitted by Section 7.03)herein, (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or would be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(gc) Merger Sub was formed solely for the purpose of effecting the Merger transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the Merger transactions contemplated hereby and has no, and at all times prior to the Effective Time except as expressly contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(d) As of the date hereof and except for this Agreement and the Contracts expressly contemplated hereby or as set forth on Schedule 5.09(d), neither Acquiror nor Merger Sub is party to any Contract with any other Person that would require payments by Acquiror or any of its Subsidiaries after the date hereof in excess of $50,000 in the aggregate with respect to any individual Contract (other than this Agreement and the Contracts expressly contemplated hereby and Contracts set forth on Schedule 5.09(d)).
(e) As of the date hereof, there is no liability, debt or obligation of Acquiror or Merger Sub that would be required to be set forth or reserved for on a consolidated balance sheet of Acquiror and Merger Sub (and the notes thereto) prepared in accordance with GAAP consistently applied and in accordance with past practice, except for liabilities, debts or obligations (i) Since reflected or reserved for on Acquiror’s consolidated balance sheet as of July 24, 2020 as reported on Form 8-K or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and its Subsidiaries, taken as a whole), (ii) that have arisen since the date of Acquiror’s incorporationconsolidated balance sheet as of July 24, 2020 as reported on Form 8-K in the ordinary course of the operation of business of Acquiror and its Subsidiaries, (iii) disclosed in the Schedules, including Schedule 5.09(d) and Schedule 5.09(e), or (iv) for professional fees and other Outstanding Acquiror Expenses, including with respect to legal and accounting advisors incurred by the Acquiror or its Subsidiaries in connection with the Transactions.
(f) Neither Acquiror nor Merger Sub has any material Indebtedness.
(g) Since the incorporation of Acquiror, there has not been any change, development, condition, occurrence, event or effect relating occurrence that has had, or would not reasonably be expected to the Acquiror or Merger Sub thathave, individually or in the aggregate, resulted in, a material adverse effect on the ability of Acquiror or would reasonably be expected Merger Sub to result in, an Acquiror Material Adverse Effect enter into and (ii) from November 23, 2020 through the date of perform their obligations under this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 1 contract
Samples: Merger Agreement (Property Solutions Acquisition Corp.)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror Parent has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Parent Organizational Documents, there is no Contract, agreement, commitment or Governmental Order binding upon Acquiror Parent or to which Acquiror Parent is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Parent or any acquisition of property by Acquiror Parent or the conduct of business by Acquiror Parent as currently conducted or as contemplated to be conducted as of (including, in each case, following the Closing Closing) other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Acquiror or Parent, First Merger Sub and Second Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror Parent does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactionstransactions contemplated hereby, Acquiror Parent has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror Parent or Merger Subits Subsidiaries, except for liabilities and obligations obligations: (i) provided for in, or otherwise reflected or reserved for the financial statements and notes contained or incorporated by reference in the Parent SEC Reports; (ii) reflected or reserved for on AcquirorParent’s consolidated balance sheet as of December 3115, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a wholeParent), ; (iiiii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 3115, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub Parent (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror Parent and Merger Subits Subsidiaries, taken as a whole) ); or (iiiiv) disclosed in Schedule 5.09(d6.12(c).
(ed) Since its their organization, neither First Merger Sub has not nor Second Merger Sub have conducted any business activities other than activities directed toward the accomplishment of the MergerMergers. Except as set forth in the organizational documents of First Merger Sub and Second Merger Sub’s organizational documents, there is are no agreement, commitment, Contracts or Governmental Order Orders binding upon either First Merger Sub or Second Merger Sub or to which First Merger Sub or Second Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of First Merger Sub or Second Merger Sub or any acquisition of property by First Merger Sub or Second Merger Sub or the conduct of business by First Merger Sub or Second Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have an Acquiror Material Adverse Effecta material adverse effect on the ability of First Merger Sub or Second Merger Sub to enter into and perform their respective obligations under this Agreement and consummate the Transactions.
(fe) First Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) and Second Merger Sub was were formed solely for the purpose of effecting the Merger Mergers and has have not engaged in any business activities or conducted any operations other than in connection with the Merger Mergers and has have no, and at all times prior to the Effective Time and Second Effective Time, as applicable, except as contemplated by this Agreement or the Ancillary other Transaction Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its their formation.
(if) Since the date of AcquirorParent’s incorporationformation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub Parent that, individually or in the aggregate, resulted in, or would reasonably be expected to result inbe material to Parent, an Acquiror Material Adverse Effect First Merger Sub and (ii) from November 23Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent to enter into and perform its obligations under this Agreement and consummate the Transactions. From December 14, 2020 through the date of this Agreement, Acquiror and Merger Sub have Parent has not taken any action that would require the consent of the Company pursuant to Section 7.03 8.02 if such action had been taken after the date hereof.
(g) Except for (i) this Agreement, (ii) the agreements expressly contemplated hereby or as set forth on Schedule 6.16(a) and (iii) any Contract that will expire by its terms or the obligations for which will be fully satisfied upon the Closing, Parent and its Subsidiaries are not, and at no time have been, party to any Contract with any other Person that would require payments by Parent or any of its Subsidiaries in excess of $25,000 monthly or $250,000 in the aggregate. Schedule 6.12(g) sets forth the principal amount of all of the outstanding Indebtedness, as of the date hereof, of Parent and its Subsidiaries.
(h) Except as set forth in Parent SEC Reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, there has not been: (i) any declaration, setting aside or payment of any dividend on, or other distribution in respect of, any of Parent’s capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent’s capital stock or any other securities of Parent or any options, warrants, calls or rights to acquire any such shares or other securities; (ii) any split, combination or reclassification of any of Parent’s capital stock; (iii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP (or any interpretation thereof) or applicable Law; (iv) any change in the auditors of Parent; (v) any issuance of capital stock of Parent; or (vi) any revaluation by Parent of any of its assets, including any sale of assets of Parent other than in the ordinary course of business.
(i) Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, Parent owns good and marketable title to, or holds a valid leasehold interest in, or a valid license to use, all of the assets used by Parent in the operation of its business and which are material to Parent, free and clear of any Liens (other than Permitted Liens).
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror SPAC has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror SPAC Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror SPAC or any acquisition of property by Acquiror SPAC or the conduct of business by Acquiror SPAC as currently conducted or as contemplated to be conducted as of the Acquisition Merger Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror SPAC or Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than capital stock of Merger Sub, Acquiror SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror SPAC has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.037.02), (ii) as set forth on SPAC Schedule 5.09(c5.13(c) and (iii) with respect to fees and expenses of AcquirorSPAC’s legal, financial and other advisors, Acquiror SPAC is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror SPAC in excess of one hundred thousand dollars ($150,000 100,000) monthly, two million dollars ($2,000,000) in the aggregate with respect to any individual Contract or more than three million dollars ($3,000,000) in the aggregate when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.037.02) and Contracts set forth on SPAC Schedule 5.09(c5.13(c)).
(d) There is no liability, debt or obligation against Acquiror SPAC or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on AcquirorSPAC’s consolidated balance sheet as of December 31for the quarterly period ended June 30, 2020 2021 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror SPAC and Merger Subits Subsidiaries, taken as a whole), (ii) that have arisen since the date of AcquirorSPAC’s consolidated balance sheet for the quarterly period December 31ended June 30, 2020 2021 in the ordinary course of the operation of business of the Acquiror SPAC and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror SPAC and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in SPAC Schedule 5.09(d5.13(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the MergerTransactions. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Acquisition Merger Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Acquisition Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger Transactions and has no, and at all times prior to the Acquisition Merger Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporationSeptember 18, 2021, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror SPAC or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect a material adverse effect on the ability of SPAC or Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23June 30, 2020 2021, through the date of this Agreement, Acquiror SPAC and Merger Sub its Subsidiaries have not taken any action that (A) would require the consent of the Company pursuant to Section 7.03 7.02 if such action had been taken after the date hereofhereof or (B) is material to SPAC and its Subsidiaries, taken as a whole.
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror Holicity has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Holicity Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror Holicity or to which Acquiror Holicity is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Holicity or any acquisition of property by Acquiror Holicity or the conduct of business by Acquiror Holicity as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror Holicity or Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror Holicity does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror Holicity has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c7.02) and (iiiii) with respect to fees and expenses of AcquirorHolicity’s legal, financial and other advisors, Acquiror Holicity is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror Holicity in excess of $150,000 monthly, $250,000 in the aggregate annually with respect to any individual Contract or more than $500,000 in the aggregate annually when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c7.02)).
(d) There is no liability, debt or obligation against Acquiror Holicity or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on AcquirorHolicity’s consolidated balance sheet as of December 31September 30, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror Holicity and Merger Subits Subsidiaries, taken as a whole), ) or (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31September 30, 2020 in the ordinary course of the operation of business of the Acquiror Holicity and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror Holicity and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary AgreementsAgreements to this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(ih) Since the date of AcquirorHolicity’s incorporationformation through and including the date of this Agreement, (i) there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror Holicity or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect a material adverse effect on the ability of Holicity or Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23, 2020 through the date of this Agreement, Acquiror Holicity and Merger Sub its Subsidiaries have not taken any action that would require the consent of the Company pursuant to Section 7.03 7.02 if such action had been taken after the date hereofof this Agreement.
Appears in 1 contract
Business Activities; Absence of Changes. (a) Each of PubCo and Merger Sub was formed solely for the purpose of effecting the Transactions. Since its incorporation, Acquiror has not neither PubCo nor Merger Sub have conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror PubCo’s Organizational Documents and Merger Sub’s Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror PubCo or Merger Sub, or to which Acquiror PubCo or Merger Sub is a party which that has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror PubCo or Merger Sub, or any acquisition of property by Acquiror PubCo or Merger Sub or the conduct of business by Acquiror PubCo or Merger Sub as currently conducted or as contemplated to be conducted as of the Closing conducted, other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror PubCo or Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the TransactionsAgreement.
(b) Other than Neither PubCo nor Merger Sub, Acquiror does not Sub own or have a right to acquire, directly or indirectly, acquire any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except entity (other than PubCo’s holding of Merger Sub).
(c) As of the date hereof and except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements Contracts expressly contemplated hereby (including any agreements permitted by Section 7.03)hereby, (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror neither PubCo nor Merger Sub is not party to any Contract with any other Person that would require payments by Acquiror PubCo or Merger Sub or any of its Subsidiaries after the date hereof in excess of $150,000 50,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including excluding any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)such payments to be made as RMG II Transaction Expenses).
(d) There As of the date hereof, there is no liability, debt or obligation against Acquiror (actual or contingent) of PubCo or Merger Sub that would be required to be set forth or reserved for on a consolidated balance sheet of PubCo or Merger Sub, except for liabilities and Liabilities, debts or obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are PubCo or would be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed for professional fees, including with respect to legal and accounting advisors incurred by PubCo or Merger Sub in Schedule 5.09(d)connection with the Transactions.
(e) Since its organization, Neither PubCo nor Merger Sub have material Indebtedness.
(f) Since the incorporation of PubCo or Merger Sub, there has not conducted been any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitmentevent or occurrence that has had, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub thathave, individually or in the aggregate, resulted in, a material adverse effect on the ability of PubCo or would reasonably be expected Merger Sub to result in, an Acquiror Material Adverse Effect enter into and (ii) from November 23, 2020 through the date of perform its obligations under this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 1 contract
Samples: Business Combination Agreement (RMG Acquisition Corp. II)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c5.10(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 100,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c5.10(c)).
(d) There Except for any indebtedness incurred by Acquiror or a Merger Sub with the consent of the Company as a result of or in connection with the consummation of the transactions contemplated hereby, there is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended September 30, 2020 2022 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and the Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period as of December 31, 2020 2021 in the ordinary course of the operation of business (including Working Capital Loans) of the Acquiror and the Merger Sub (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and the Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d5.10(d).
(e) Since its their organization, the Merger Sub has have not conducted any business activities other than activities directed toward the accomplishment of the Merger. .
(f) Except as set forth in the Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Xxxxxx Sub or the conduct of business by Merger Xxxxxx Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(fg) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(gh) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) (i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23February 10, 2020 2021 through the date of this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. II)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror SPAC has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror SPAC Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror SPAC or any acquisition of property by Acquiror SPAC or the conduct of business by Acquiror SPAC as currently conducted or as contemplated to be conducted as of the Acquisition Merger Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub SPAC to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger SubExcept for this Agreement and the Transactions, Acquiror SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror SPAC has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or obligating it to consummate a transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.037.02), (ii) as set forth on SPAC Schedule 5.09(c5.13(c) and (iii) with respect to fees and expenses of AcquirorSPAC’s legal, financial and other advisors, Acquiror SPAC is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror SPAC in excess of one hundred thousand dollars ($150,000 100,000) monthly, two million dollars ($2,000,000) in the aggregate with respect to any individual Contract or more than three million dollars ($3,000,000) in the aggregate when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.037.02) and Contracts set forth on SPAC Schedule 5.09(c5.13(c)).
(d) There is no liability, debt or obligation (including any accrued and unpaid expenses), in each case that would be required to be set forth or reserved for on a balance sheet of SPAC and its Subsidiaries (and the notes thereto) prepared in accordance with GAAP consistently applied and in accordance with past practice, against Acquiror SPAC or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on AcquirorSPAC’s consolidated balance sheet as of December for the quarterly period ended March 31, 2020 2022 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror SPAC and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or would be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iiiii) disclosed in SPAC Schedule 5.09(d5.13(d). For the avoidance of doubt, payments required to be made to a Redeeming Stockholder, or any Taxes owed by SPAC in connection with such payments, shall not be deemed to be a breach of this Section 5.13(d).
(e) Since its organizationMarch 31, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation2022, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror SPAC or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect a material adverse effect on the ability of SPAC to enter into and (ii) perform its obligations under this Agreement and consummate the Transactions and from November 23March 31, 2020 2022, through the date of this AgreementOriginal Effective Date, Acquiror SPAC and Merger Sub its Subsidiaries have not taken any action that would require the consent of the Company pursuant to Section 7.03 7.02 if such action had been taken after the date hereofOriginal Effective Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (FAST Acquisition Corp. II)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or any Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c5.10(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 100,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c5.10(c)).
(d) There Except for any indebtedness incurred by Acquiror or a Merger Sub with the consent of the Company as a result of or in connection with the consummation of the transactions contemplated hereby, there is no liability, debt or obligation against Acquiror or any Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet for the fiscal year as of December 31, 2020 2021 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and the Merger SubSubs, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period as of December 31, 2020 2021 in the ordinary course of the operation of business (including working capital loans incurred by Acquiror) of the Acquiror and the Merger Sub Subs (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and the Merger SubSubs, taken as a whole) or (iii) disclosed in Schedule 5.09(d5.10(d).
(e) Since its their organization, the Merger Sub has Subs have not conducted any business activities other than activities directed toward the accomplishment of the Merger. .
(f) Except as set forth in the Merger Sub’s Subs’ organizational documents, there is no agreement, commitment, or Governmental Order binding upon any Merger Sub or to which any Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of any Merger Sub or any acquisition of property by any Merger Sub or the conduct of business by any Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of any Merger Sub to enter into and perform its obligations under this Agreement.
(fg) Each Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(gh) Each Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the First Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) (i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or any Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or any Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23February 10, 2020 2021 through the date of this Agreement, Acquiror and each Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. II)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c5.12(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror in excess of one hundred thousand dollars ($150,000 100,000) monthly, two million dollars ($2,000,000) in the aggregate with respect to any individual Contract or more than three million dollars ($3,000,000) in the aggregate when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c5.12(c)).
(d) There is no liability, debt or obligation against Acquiror or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended June 30, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31June 30, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d5.12(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreementsancillary agreements to this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporationformation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23June 30, 2020 through the date of this Agreement, Acquiror and Merger Sub its Subsidiaries have not taken any action that (A) would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereofhereof or (B) is material to the Acquiror and its Subsidiaries, taken as a whole.
(i) None of Acquiror or Merger Sub or any of their respective Subsidiaries or Associates has an interest of five percent (5%) or greater in an entity that competes with the Company or any of its Subsidiaries in the field of designing and marketing of 3D printing systems. For purposes of this Section 5.12(i), “ Associate” is defined pursuant to 16 C.F.R. § 801.1(d)(2).
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c5.12(c) and (iii) with respect to fees and expenses of Acquiror’s 's legal, financial and other advisors, Acquiror is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror in excess of one hundred thousand dollars ($150,000 100,000) monthly, two million dollars ($2,000,000) in the aggregate with respect to any individual Contract or more than three million dollars ($3,000,000) in the aggregate when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c5.12(c)).
(d) There is no liability, debt or obligation against Acquiror or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s 's consolidated balance sheet as of December 31for the quarterly period ended June 30, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole), (ii) that have arisen since the date of Acquiror’s 's consolidated balance sheet for the quarterly period December 31June 30, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d5.12(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s 's organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.a material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreementsancillary agreements to this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation's formation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23June 30, 2020 through the date of this Agreement, Acquiror and Merger Sub its Subsidiaries have not taken any action that (A) would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereofhereof or (B) is material to the Acquiror and its Subsidiaries, taken as a whole.
(i) None of Acquiror or Merger Sub or any of their respective Subsidiaries or Associates has an interest of five percent (5%) or greater in an entity that competes with the Company or any of its Subsidiaries in the field of designing and marketing of 3D printing systems. For purposes of this Section 5.12(i), "Associate" is defined pursuant to 16 C.F.R. § 801.1(d)(2).
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror Acquiror, Merger Sub I or Merger Sub II to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(cSection 5.12(c) of the Acquiror Schedules and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisorsadvisors (the Contracts described in clauses (i) through (iii), collectively, the “Contemplated Contracts”), Acquiror is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror in excess of one hundred thousand dollars ($150,000 100,000) monthly, two million dollars ($2,000,000) in the aggregate with respect to any individual Contract or more than three million dollars ($3,000,000) in the aggregate when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)the Contemplated Contracts).
(d) There is no liability, debt or obligation against Acquiror or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended September 30, 2020 2021 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31September 30, 2020 2021 in the ordinary course of the operation of business of the Acquiror and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d)Section 5.12(d) of the Acquiror Schedules.
(e) Since its organization, Merger Sub I has not conducted any business activities other than activities directed toward the accomplishment of the Initial Merger. Except as set forth in Merger SubSub I’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub I or to which Merger Sub I is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub I or any acquisition of property by Merger Sub I or the conduct of business by Merger Sub I as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub I to enter into and perform its obligations under this Agreement. Since its organization, Merger Sub II has not conducted any business activities other than activities directed toward the accomplishment of the Subsequent Merger. Except as set forth in Merger Sub II’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub II or to which Merger Sub II is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub II or any acquisition of property by Merger Sub II or the conduct of business by Merger Sub II as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a material adverse effect on the ability of Merger Sub II to enter into and perform its obligations under this Agreement.
(f) Merger Sub I does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Merger Sub II does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub I was formed solely for the purpose of effecting the Initial Merger and has not engaged in any business activities or conducted any operations other than in connection with the Initial Merger and has no, and at all times prior to the First Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation. Merger Sub II was formed solely for the purpose of effecting the Subsequent Merger and has not engaged in any business activities or conducted any operations other than in connection with the Subsequent Merger and has no, and at all times prior to the Second Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporationformation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect a material adverse effect on the ability of Acquiror, Merger Sub I or Merger Sub II to enter into, perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23June 30, 2020 2021 through the date of this Agreement, Acquiror and Merger Sub its Subsidiaries have not taken any action that (A) would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereofhereof or (B) is material to Acquiror and its Subsidiaries, taken as a whole.
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror Parent has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Parent Organizational Documents, there is no Contract, agreement, commitment or Governmental Order binding upon Acquiror Parent or to which Acquiror Parent is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Parent or any acquisition of property by Acquiror Parent or the conduct of business by Acquiror Parent as currently conducted or as contemplated to be conducted as of (including, in each case, following the Closing Closing) other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Acquiror or Parent, First Merger Sub and Second Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror Parent does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror Parent has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror Parent or Merger Subits Subsidiaries, except for liabilities and obligations obligations: (i) provided for in, or otherwise reflected or reserved for the financial statements and notes contained or incorporated by reference in the Parent SEC Reports, (ii) reflected or reserved for on AcquirorParent’s consolidated balance sheet as of December 31for the quarterly period ended June 30, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a wholeParent), ; (iiiii) that have arisen since the date of AcquirorParent’s consolidated balance sheet for the quarterly period December 31ended June 30, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub Parent (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror Parent and Merger Subits Subsidiaries, taken as a whole) ); or (iii) disclosed in Schedule 5.09(d6.12(c).
(ed) Since its their organization, neither First Merger Sub has nor Second Merger Sub have not conducted any business activities other than activities directed toward the accomplishment of the MergerMergers. Except as set forth in the organizational documents of First Merger Sub and Second Merger Sub’s organizational documents, there is are no agreement, commitment, Contracts or Governmental Order Orders binding upon either First Merger Sub or Second Merger Sub or to which First Merger Sub or Second Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of First Merger Sub or Second Merger Sub or any acquisition of property by First Merger Sub or Second Merger Sub or the conduct of business by First Merger Sub or Second Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have an Acquiror Material Adverse Effecta material adverse effect on the ability of First Merger Sub or Second Merger Sub to enter into and perform their respective obligations under this Agreement and consummate the Transactions.
(fe) First Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) and Second Merger Sub was were formed solely for the purpose of effecting the Merger Mergers and has have not engaged in any business activities or conducted any operations other than in connection with the Merger Mergers and has have no, and at all times prior to the Effective Time and Second Effective Time, as applicable, except as contemplated by this Agreement or the Ancillary other Transaction Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to their formation. Second Merger Sub has at all times during its formationexistence been treated as a disregarded entity for federal and applicable state and local income Tax purposes and its assets are thereby treated for applicable income Tax purposes as owned by Parent, and no election has been made or will be made to treat Second Merger Sub as a corporation for income Tax purposes.
(f) (i) Since the date of AcquirorParent’s incorporationformation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub Parent that, individually or in the aggregate, resulted in, or would reasonably be expected to result inbe material to Parent, an Acquiror Material Adverse Effect First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent to enter into, perform its obligations under this Agreement and consummate the Transactions, and (ii) from November 23March 31, 2020 through the date of this Agreement, Acquiror and Merger Sub have Parent has not taken any action that would require the consent of the Company pursuant to Section 7.03 8.02 if such action had been taken after the date hereof.
(g) Except for (i) this Agreement, (ii) the agreements expressly contemplated hereby or as set forth on Schedule 6.16(a) and (iii) any Contract that will expire by its terms or the obligations for which will be fully satisfied upon the Closing, Parent and its Subsidiaries are not, and at no time have been, party to any Contract with any other Person that would require payments by Parent or any of its Subsidiaries in excess of $25,000 monthly or $250,000 in the aggregate. Schedule 6.12(g) sets forth the principal amount of all of the outstanding Indebtedness, as of the date hereof, of Parent and its Subsidiaries.
(h) Except as set forth in Parent SEC Reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, there has not been: (a) any declaration, setting aside or payment of any dividend on, or other distribution in respect of, any of Parent’s capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent’s capital stock or any other securities of Parent or any options, warrants, calls or rights to acquire any such shares or other securities; (b) any split, combination or reclassification of any of Parent’s capital stock; (c) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP (or any interpretation thereof) or applicable Law; (d) any change in the auditors of Parent; (e) any issuance of capital stock of Parent; or (f) any revaluation by Parent of any of its assets, including, without limitation, any sale of assets of Parent other than in the ordinary course of business.
(i) Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, Parent owns good and marketable title to, or holds a valid leasehold interest in, or a valid license to use, all of the assets used by Parent in the operation of its business and which are material to Parent, free and clear of any Liens (other than Permitted Liens).
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which that has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which that have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the TransactionsEffect.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust trust, or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations obligations, or liabilities with respect to, and is not party to, bound by by, or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which that is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c7.1) and (iiiii) with respect to fees and expenses of Acquiror’s legal, financial financial, and other advisorsadvisors or in connection with Acquiror’s directors’ and officers’ liability insurance policy, Acquiror is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 monthly, $250,000 in the aggregate annually with respect to any individual Contract Contract, or more than $500,000 in the aggregate annually when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)7.1).
(d) There is no liability, debt debt, or obligation against Acquiror or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended June 30, 2020 2023 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved reserved, or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole), ) or (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31ended June 30, 2020 2023 in the ordinary course of the operation of business of the Acquiror and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which that has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Xxxxxx Sub or the conduct of business by Merger Xxxxxx Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which effects, individually or in the aggregate, that have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust trust, or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, Documents to this Agreement will have no, assets, liabilities liabilities, or obligations of any kind or nature whatsoever other than those incident to its formation.
(ih) Since the date of Acquiror’s incorporation, formation through and including the date of this Agreement,
(i) there has not been any change, development, condition, occurrence, event event, or effect relating to the Acquiror or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and Merger Sub its Subsidiaries have not taken any action that would require the consent of the Company pursuant to Section 7.03 7.1 if such action had been taken after the date hereofof this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Western Acquisition Ventures Corp.)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c7.01) and (iiiii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 monthly, $250,000 in the aggregate annually with respect to any individual Contract or more than $500,000 in the aggregate annually when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c7.01)).
(d) There is no liability, debt or obligation against Acquiror or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended September 30, 2020 2021 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole), ) or (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31September 30, 2020 2021 in the ordinary course of the operation of business of the Acquiror and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary AgreementsAgreements to this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(ih) Since the date of Acquiror’s incorporationformation through and including the date of this Agreement, (i) there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and Merger Sub its Subsidiaries have not taken any action that would require the consent of the Company pursuant to Section 7.03 7.01 if such action had been taken after the date hereofof this Agreement.
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporationJanuary 31, 2021, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c5.10(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 500,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c5.10(c)).
(d) There is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of for the financial year ended December 31, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period financial year December 31, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d5.10(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and Merger, has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23October 19, 2020 through the date of this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror Parent has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Parent Organizational Documents, there is no Contract, agreement, commitment or Governmental Order binding upon Acquiror Parent or to which Acquiror Parent is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Parent or any acquisition of property by Acquiror Parent or the conduct of business by Acquiror Parent as currently conducted or as contemplated to be conducted as of (including, in each case, following the Closing Closing) other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Acquiror or Parent, First Merger Sub and Second Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror Parent does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactionstransactions contemplated hereby, Acquiror Parent has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could would reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror Parent or Merger Subits Subsidiaries, except for liabilities and obligations obligations: (i) provided for in, or otherwise reflected or reserved for the financial statements and notes contained or incorporated by reference in the Parent SEC Reports; (ii) reflected or reserved for on AcquirorParent’s consolidated balance sheet as of December 31February 26, 2020 2021 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a wholeParent), ; (iiiii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31February 26, 2020 2021 in the ordinary course of the operation of business of the Acquiror and Merger Sub Parent (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror Parent and Merger Subits Subsidiaries, taken as a whole) ); or (iiiiv) disclosed in Schedule 5.09(d6.12(c).
(ed) Since its their organization, neither First Merger Sub has not nor Second Merger Sub have conducted any business activities other than activities directed toward the accomplishment of the MergerMergers. Except as set forth in the organizational documents of First Merger Sub and Second Merger Sub’s organizational documents, there is are no agreement, commitment, Contracts or Governmental Order Orders binding upon either First Merger Sub or Second Merger Sub or to which First Merger Sub or Second Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of First Merger Sub or Second Merger Sub or any acquisition of property by First Merger Sub or Second Merger Sub or the conduct of business by First Merger Sub or Second Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have an Acquiror Material Adverse Effecta material adverse effect on the ability of First Merger Sub or Second Merger Sub to enter into and perform their respective obligations under this Agreement and consummate the Transactions.
(fe) First Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) and Second Merger Sub was were formed solely for the purpose of effecting the Merger Mergers and has have not engaged in any business activities or conducted any operations other than in connection with the Merger Mergers and has have no, and at all times prior to the Effective Time and Second Effective Time, as applicable, except as contemplated by this Agreement or the Ancillary other Transaction Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its their formation.
(if) Since the date of AcquirorParent’s incorporationformation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub Parent that, individually or in the aggregate, resulted in, or would reasonably be expected to result inbe material to Parent, an Acquiror Material Adverse Effect First Merger Sub and (ii) from November 23Second Merger Sub, 2020 taken as a whole, or have a material adverse effect on the ability of Parent to enter into and perform its obligations under this Agreement and consummate the Transactions. From February 26, 2021 through the date of this Agreement, Acquiror and Merger Sub have Parent has not taken any action that would require the consent of the Company pursuant to Section 7.03 8.02 if such action had been taken after the date hereof.
(g) Except for (i) this Agreement, (ii) the agreements expressly contemplated hereby or as set forth on Schedule 6.16(a) and (iii) any Contract that will expire by its terms or the obligations for which will be fully satisfied upon the Closing, Parent and its Subsidiaries are not, and at no time have been, party to any Contract with any other Person that would require payments by Parent or any of its Subsidiaries in excess of $25,000 monthly or $250,000 in the aggregate. Schedule 6.12(g) sets forth the principal amount of all of the outstanding Indebtedness, as of the date hereof, of Parent and its Subsidiaries.
(h) Except as set forth in Parent SEC Reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, there has not been: (i) any declaration, setting aside or payment of any dividend on, or other distribution in respect of, any of Parent’s capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent’s capital stock or any other securities of Parent or any options, warrants, calls or rights to acquire any such shares or other securities; (ii) any split, combination or reclassification of any of Parent’s capital stock; (iii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP (or any interpretation thereof) or applicable Law; (iv) any change in the auditors of Parent; (v) any issuance of capital stock of Parent; or (vi) any revaluation by Parent of any of its assets, including any sale of assets of Parent other than in the ordinary course of business.
(i) Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, Parent owns good and marketable title to, or holds a valid leasehold interest in, or a valid license to use, all of the assets used by Parent in the operation of its business and which are material to Parent, free and clear of any Liens (other than Permitted Liens).
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror SPAC has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror SPAC Organizational Documents, there is no agreement, commitment Contract, commitment, or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror SPAC or any acquisition of property by Acquiror SPAC, the Company or any of its Subsidiaries or the conduct of business by Acquiror SPAC, the Company or any of its Subsidiaries as currently conducted or as contemplated to be conducted as of conducted, in each case, following the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactionsany material respects.
(b) Other than Merger Sub, Acquiror SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror neither SPAC nor any of its Subsidiaries has no any interests, rights, obligations or liabilities with respect to, and or is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) other Transaction Agreements or as set forth on Schedule 5.09(c) 5.10(c), SPAC is not, and (iii) with respect to fees and expenses of Acquiror’s legalat no time has been, financial and other advisors, Acquiror is not a party to any Contract with any other Person that would require payments by Acquiror SPAC in excess of $150,000 500,000 in the aggregate with respect to any an individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c))Contract.
(d) There is no liability, debt or obligation against Acquiror SPAC or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on AcquirorSPAC’s consolidated unaudited condensed balance sheet as of December 31for the quarterly period ended June 30, 2020 2021 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror SPAC and Merger Subits Subsidiaries, taken as a whole), (ii) that have arisen since the date of AcquirorSPAC’s consolidated unaudited condensed balance sheet for the quarterly period December 31ended June 30, 2020 2021 in the ordinary course of the operation of business of the Acquiror SPAC and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror SPAC and Merger Subits Subsidiaries, taken as a whole) or ), (iii) disclosed incurred or arising under or in Schedule 5.09(d).
connection with the Transactions, including expenses related thereto, (eiv) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquirearising, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has noCOVID-19, and at all times prior (v) that are executory obligations under Contracts, or (vi) disclosed in the Schedules or (vii) that would not, individually or in the aggregate, reasonably be expected to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident be material to its formationSPAC.
(i) Since the date of AcquirorSPAC’s incorporationformation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub SPAC that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse have a SPAC Impairment Effect and (ii) from November 23June 30, 2020 2021 through the date of this Agreement, Acquiror and Merger Sub have SPAC has not taken any action that would require the consent of the Company pursuant to Section 7.03 7.02(a) if such action had been taken after the date hereof.
(f) None of SPAC or any of their respective Subsidiaries or Associates has an interest of five percent (5%) or greater in an entity that competes with the Company or any of its Subsidiaries. For purposes of this Section 5.10(f), “Associate” is defined pursuant to 16 C.F.R. § 801.1(d)(2).
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror and would not reasonably be expected to have a Material Adverse Effect on the ability of Acquiror or Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of for the fiscal year ended December 31, 2020 2022 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole), ) or (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period fiscal year ended December 31, 2020 2022 in the ordinary course of the operation of business of the Acquiror and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 1 contract
Samples: Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror RMG II has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror RMG II’s Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror RMG II or to which Acquiror RMG II is a party which that has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror RMG II or any acquisition of property by Acquiror RMG II or the conduct of business by Acquiror RMG II as currently conducted or as contemplated to be conducted as of the Closing Closing, other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub RMG II to enter into, into and perform its obligations under this Agreement and consummate the TransactionsAgreement.
(b) Other than Merger Sub, Acquiror RMG II does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement Agreement, the Contracts expressly contemplated hereby and the Transactions, Acquiror RMG II has no interests, rights, obligations or liabilities with respect to, and is not party toto or bound by, bound by or has and does not have its assets or property subject to, in each case case, whether directly or indirectly, any Contract or transaction which that is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except As of the date hereof and except for (i) this Agreement and the agreements Contracts expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) or as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal), financial and other advisors, Acquiror RMG II is not party to any Contract with any other Person that would require payments by Acquiror RMG II or any of its Subsidiaries after the date hereof in excess of $150,000 50,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements Contracts expressly contemplated hereby (including any agreements permitted by Section 7.03) and hereby, Contracts set forth on Schedule 5.09(c)) and any such payments to be made as RMG II Transaction Expenses).
(d) There As of the date hereof, there is no liability, debt or obligation against Acquiror of RMG II that would be required to be set forth or Merger Subreserved for on a consolidated balance sheet of RMG II prepared in accordance with GAAP consistently applied and in accordance with past practice, except for liabilities and Liabilities, debts or obligations (i) reflected or reserved for on AcquirorRMG II’s consolidated balance sheet as of December 3114, 2020 as reported on Form 8-K or disclosed in the notes thereto (other than any such liabilities Liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a wholeRMG II), (ii) that have arisen since the date of AcquirorRMG II’s consolidated balance sheet for the quarterly period as of December 3114, 2020 as reported on Form 8-K in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or would beRMG II, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d)the RMG II Disclosure Schedules, or (iv) for professional fees, including with respect to legal and accounting advisors incurred by RMG II in connection with the Transactions.
(e) Except as provided for in the RMG II Financials, RMG II has no material Indebtedness.
(f) Since its organizationthe incorporation of RMG II, Merger Sub there has not conducted been any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitmentevent or occurrence that has had, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub thathave, individually or in the aggregate, resulted in, or would reasonably be expected a material adverse effect on the ability of RMG II to result in, an Acquiror Material Adverse Effect enter into and (ii) from November 23, 2020 through the date of perform its obligations under this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 1 contract
Samples: Business Combination Agreement (RMG Acquisition Corp. II)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror Parent has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Parent Organizational Documents, there is no Contract, agreement, commitment or Governmental Order binding upon Acquiror Parent or to which Acquiror Parent is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Parent or any acquisition of property by Acquiror Parent or the conduct of business by Acquiror Parent as currently conducted or as contemplated to be conducted as of (including, in each case, following the Closing Closing) other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Acquiror or Parent, First Merger Sub and Second Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror Parent does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust trust, or other entity. Except for this Agreement and the Transactionstransactions contemplated hereby, Acquiror Parent has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror Parent, First Merger Sub or Second Merger Sub, except for liabilities and obligations obligations: (i) provided for in, or otherwise reflected or reserved for the financial statements and notes contained or incorporated by reference in the Parent SEC Reports; (ii) reflected or reserved for on AcquirorParent’s consolidated balance sheet as of December March 31, 2020 2021 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a wholeParent), ; (iiiii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December March 31, 2020 2021 in the ordinary course of the operation of business of the Acquiror and Merger Sub Parent (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror Parent and Merger Subits Subsidiaries, taken as a whole) ); or (iiiiv) disclosed in Schedule 5.09(d6.12(c).
(ed) Since its their organization, neither First Merger Sub has not nor Second Merger Sub have conducted any business activities other than activities directed toward the accomplishment of the MergerMergers. Except as set forth in the organizational documents of First Merger Sub and Second Merger Sub’s organizational documents, there is are no agreement, commitment, Contracts or Governmental Order Orders binding upon First Merger Sub or Second Merger Sub or to which First Merger Sub or Second Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of First Merger Sub or Second Merger Sub or any acquisition of property by First Merger Sub or Second Merger Sub or the conduct of business by First Merger Sub or Second Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have an Acquiror Material Adverse Effecta material adverse effect on the ability of First Merger Sub or Second Merger Sub to enter into and perform their respective obligations under this Agreement and consummate the Transactions.
(fe) First Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) and Second Merger Sub was were formed solely for the purpose of effecting the Merger Mergers and has have not engaged in any business activities or conducted any operations other than in connection with the Merger Mergers and has have no, and at all times prior to the Effective Time and Second Effective Time, as applicable, except as contemplated by this Agreement or the Ancillary other Transaction Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its their formation.
(if) Since the date of AcquirorParent’s incorporationformation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub Parent that, individually or in the aggregate, resulted in, or would reasonably be expected to result inbe material to Parent, an Acquiror Material Adverse Effect First Merger Sub and (ii) from Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent to enter into and perform its obligations under this Agreement and consummate the Transactions. From November 234, 2020 2019 through the date of this Agreement, Acquiror and Merger Sub have Parent has not taken any action that would require the consent of the Company pursuant to Section 7.03 8.01 if such action had been taken after the date hereof.
(g) Except for (i) this Agreement, (ii) the agreements expressly contemplated hereby or as set forth on Schedule 6.12(g) and (iii) any Contract that will expire by its terms or the obligations for which will be fully satisfied upon the Closing, Parent, First Merger Sub and Second Merger Sub are not, and at no time have been, party to any Contract with any other Person that would require payments by Parent, First Merger Sub or Second Merger Sub in excess of $25,000 monthly or $250,000 in the aggregate. Schedule 6.12(g) sets forth the principal amount of all of the outstanding Indebtedness, as of the date hereof, of Parent, First Merger Sub and Second Merger Sub.
(h) Except as set forth in Parent SEC Reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, there has not been: (i) any declaration, setting aside or payment of any dividend on, or other distribution in respect of, any of Parent’s capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent’s capital stock or any other securities of Parent or any options, warrants, calls or rights to acquire any such shares or other securities; (ii) any split, combination or reclassification of any of Parent’s capital stock; (iii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP (or any interpretation thereof) or applicable Law; (iv) any change in the auditors of Parent; (v) any issuance of capital stock of Parent; or (vi) any revaluation by Parent of any of its assets, including any sale of assets of Parent other than in the ordinary course of business.
(i) Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, Parent owns good and marketable title to, or holds a valid leasehold interest in, or a valid license to use, all of the assets used by Parent in the operation of its business and which are material to Parent, free and clear of any Liens (other than Permitted Liens).
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c7.02) and (iiiii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 monthly, $250,000 in the aggregate annually with respect to any individual Contract or more than $500,000 in the aggregate annually when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c7.02)).
(d) There is no liability, debt or obligation against Acquiror or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended June 30, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole), ) or (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31June 30, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary AgreementsAgreements to this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(ih) Since the date of Acquiror’s incorporationformation through and including the date of this Agreement, (i) there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and Merger Sub its Subsidiaries have not taken any action that would require the consent of the Company pursuant to Section 7.03 7.02 if such action had been taken after the date hereofof this Agreement.
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror SPAC has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror SPAC Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror SPAC or any acquisition of property by Acquiror SPAC or the conduct of business by Acquiror SPAC as currently conducted or as contemplated to be conducted as of the Acquisition Merger Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub SPAC to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror SPAC has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or obligating it to consummate a transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03Section 7.02), (ii) as set forth on SPAC Schedule 5.09(c5.13(c) and (iii) with respect to fees and expenses of AcquirorSPAC’s legal, financial and other advisors, Acquiror SPAC is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror SPAC in excess of one hundred thousand dollars ($150,000 100,000) monthly, two million dollars ($2,000,000) in the aggregate with respect to any individual Contract or more than three million dollars ($3,000,000) in the aggregate when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03Section 7.02) and Contracts set forth on SPAC Schedule 5.09(c5.13(c)).
(d) There is no liability, debt or obligation (including any accrued and unpaid expenses), in each case that would be required to be set forth or reserved for on a balance sheet of SPAC and its Subsidiaries (and the notes thereto) prepared in accordance with GAAP consistently applied and in accordance with past practice, against Acquiror SPAC or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on AcquirorSPAC’s consolidated balance sheet as of December for the quarterly period ended March 31, 2020 2022 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror SPAC and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or would be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iiiii) disclosed in SPAC Schedule 5.09(d5.13(d).
(e) Since its organizationMarch 31, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation2022, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror SPAC or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect a material adverse effect on the ability of SPAC to enter into and (ii) perform its obligations under this Agreement and consummate the Transactions and from November 23March 31, 2020 2022, through the date of this Agreement, Acquiror SPAC and Merger Sub its Subsidiaries have not taken any action that would require the consent of the Company pursuant to Section 7.03 Section 7.02 if such action had been taken after the date hereof.
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror SPAC has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror SPAC Organizational Documents, there is no agreement, commitment Contract, commitment, or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror SPAC or any acquisition of property by Acquiror SPAC, the Company or any of its Subsidiaries or the conduct of business by Acquiror SPAC, the Company or any of its Subsidiaries as currently conducted or as contemplated to be conducted as of conducted, in each case, following the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactionsany material respects.
(b) Other than Merger Sub, Acquiror SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror neither SPAC nor any of its Subsidiaries has no any interests, rights, obligations or liabilities with respect to, and or is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination, except as set forth on Section 5.10(b) of the SPAC Disclosure Schedules.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) other Transaction Agreements or as set forth on Schedule 5.09(cSection 5.10(c) of the SPAC Disclosure Schedules or in respect of SPAC Transaction Expenses, SPAC is not, and (iii) with respect to fees and expenses of Acquiror’s legalat no time has been, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror SPAC in excess of $150,000 100,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c))aggregate.
(d) There is no liability, debt or obligation against Acquiror SPAC, whether accrued, contingent, absolute, determined, determinable or Merger Subotherwise, required to be reflected or reserved for on a balance sheet prepared in accordance with GAAP, except for liabilities liabilities, debts and obligations (i) reflected or reserved for on AcquirorSPAC’s consolidated balance sheet as of December 31for the quarterly period ended June 30, 2020 2022 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole)thereto, (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31June 30, 2020 2022 in the ordinary course of the operation of business of SPAC (none of which are liabilities, debts, or obligations resulting from or arising out of a breach of contract, breach of warranty, tort, violation of Law, or infringement or misappropriation), (iii) incurred or arising under or in connection with the Acquiror and Merger Sub Transactions, including expenses related thereto, (other than iv) arising directly or indirectly, in connection with COVID-19, (v) that are executory obligations under Contracts (excluding any such liabilities as are arising from a breach of Contract), or (vi) disclosed in the SPAC Disclosure Schedules or (vii) that would benot, individually or in the aggregate, reasonably be expected to be material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d)SPAC.
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of AcquirorSPAC’s incorporationformation until the date of this Agreement, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub SPAC that, individually or in the aggregate, (i) resulted in, in a SPAC Impairment Effect which is continuing and uncured as of the date hereof or (ii) would reasonably be expected to result inin a SPAC Impairment Effect. From June 30, an Acquiror Material Adverse Effect and (ii) from November 23, 2020 2022 through the date of this Agreement, Acquiror and Merger Sub have SPAC has not taken any action that would require the consent of the Company pursuant to Section 7.03 7.02(a) if such action had been taken after the date hereofhereof (other than matters incidental to the entry into this Agreement and the other Transaction Agreements).
(f) None of SPAC or any of its Associates has an interest of five percent (5%) or greater in an entity that competes with the Company or any of its Subsidiaries. For purposes of this Section 5.10(f), “Associate” is defined pursuant to 16 C.F.R. § 801.1(d)(2).
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since the completion of the transactions to sell substantially all its incorporationassets, Acquiror as publicly announced by ListCo on December 30, 2021, ListCo has not conducted any material business activities other than activities directed toward the accomplishment of a Business Combinationthe Transactions. Except as set forth in the Acquiror ListCo Organizational Documents, there is no agreement, commitment Contract, commitment, or Governmental Order binding upon Acquiror ListCo or to which Acquiror ListCo is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror ListCo or any acquisition of property by Acquiror ListCo or any of its Subsidiaries or the conduct of business by Acquiror ListCo or any of its Subsidiaries as currently conducted or as contemplated to be conducted as of conducted, in each case, following the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactionsany material respects.
(b) Other than Merger Sub, Acquiror ListCo does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror neither ListCo nor any of its Subsidiaries has no any interests, rights, obligations or liabilities with respect to, and or is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combinationtransaction similar in nature to the Merger.
(c) Except for Since December 31, 2021, (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or would be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub there has not conducted been any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documentsevent or occurrence that has had, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub thathave, individually or in the aggregate, resulted ina ListCo Impairment Effect, or would reasonably be expected to result in, an Acquiror Material Adverse Effect and (ii) from November 23, 2020 through the date of except as expressly contemplated by this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent other Transaction Agreements or in connection with the Transactions, ListCo has carried on its business in all material respects in the ordinary course of the Company pursuant to Section 7.03 if such action had been taken after the date hereofbusiness.
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Amalgamation Sub to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c7.01) and (iiiii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 monthly, $250,000 in the aggregate annually with respect to any individual Contract or more than $500,000 in the aggregate annually when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c7.01)).
(d) There is no liability, debt or obligation against Acquiror or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended September 30, 2020 2022 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole), ) or (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31September 30, 2020 2022 in the ordinary course of the operation of business of the Acquiror and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Amalgamation Sub has not conducted any business activities other than activities directed toward the accomplishment of the MergerAmalgamation. Except as set forth in Merger Amalgamation Sub’s organizational documentsGoverning Documents, there is no agreement, commitment, or Governmental Order binding upon Merger Amalgamation Sub or to which Merger Amalgamation Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Amalgamation Sub or any acquisition of property by Merger Amalgamation Sub or the conduct of business by Merger Amalgamation Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Amalgamation Sub to enter into and perform its obligations under this Agreement.
(f) Merger Amalgamation Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Amalgamation Sub was formed solely for the purpose of effecting the Merger Amalgamation and has not engaged in any business activities or conducted any operations other than in connection with the Merger Amalgamation and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary AgreementsAgreements to this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(ih) Since the date of Acquiror’s incorporationformation through and including the date of this Agreement, (i) there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Amalgamation Sub to enter into and perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and Merger Sub its Subsidiaries have not taken any action that would require the consent of the Company pursuant to Section 7.03 7.01 if such action had been taken after the date hereofof this Agreement.
Appears in 1 contract
Samples: Business Combination Agreement (StoneBridge Acquisition Corp.)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror no Purchaser Party has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational applicable Governing Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror any Purchaser Party or to which Acquiror any Purchaser Party is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror a Purchaser Party or any acquisition of property by Acquiror a Purchaser Party or the conduct of business by Acquiror a Purchaser Party as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror and would not reasonably be expected to have a Material Adverse Effect on the ability of Acquiror or Merger Sub any Purchaser Party to enter into, into and perform its obligations under this Agreement or any of the Additional Agreements and consummate the Transactionstransactions contemplated hereby or thereby.
(b) Other than Merger Sub, Acquiror does not own No Purchaser Party owns or have has a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement Agreement, the Additional Agreements and the Transactionstransactions contemplated hereby and thereby, Acquiror no Purchaser Party has no any interests, rights, obligations or liabilities Liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(cthe Additional Agreements) and (iiiii) with respect to fees and expenses of Acquiror’s the Purchaser Parties’ legal, financial and other advisors, Acquiror no Purchaser Party is not a party to any Contract with any other Person that would require payments by Acquiror such Purchaser Party in excess of $150,000 50,000 monthly, $100,000 in the aggregate annually with respect to any individual Contract or more than $250,000 in the aggregate annually when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c))Contracts.
(d) There is no liability, debt or obligation against Acquiror or Merger Subany Purchaser Party, except for liabilities Liabilities and obligations (i) reflected or reserved for on AcquirorParent’s consolidated balance sheet as of December 31for the quarterly period ended September 30, 2020 2023 or disclosed in the notes thereto (other than any such liabilities Liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Subthe Purchaser Parties, taken as a whole), ) or (ii) that have arisen since the date of AcquirorPurchaser’s consolidated balance sheet for the quarterly period December 31September 30, 2020 2023 in the ordinary course of the operation of business of the Acquiror and Merger Sub Purchaser Parties (other than any such liabilities Liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Subthe Purchaser Parties, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organizationthe date of each of Purchaser Parties’ formation through and including the date of this Agreement, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub any Purchaser Party that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror a Material Adverse Effect on the ability of any Purchaser Party to enter into and perform its obligations under this Agreement, the Additional Agreements or to consummate the transactions contemplated hereby and thereby, and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and Merger Sub Purchaser Parties have not taken any action that would require the consent of the Company pursuant to Section 7.03 8.4 if such action had been taken after the date hereofof this Agreement.
Appears in 1 contract
Samples: Business Combination Agreement (Acri Capital Acquisition Corp)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c5.10(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 100,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c5.10(c)).
(d) There Except for any Indebtedness incurred by Acquiror or a Merger Sub with the consent of the Company as a result of or in connection with the consummation of the transactions contemplated hereby, there is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December for the quarterly period ended March 31, 2020 2023 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and the Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period as of December 31, 2020 2022 in the ordinary course of the operation of business (including Working Capital Loans) of the Acquiror and the Merger Sub (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and the Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d5.10(d).
(e) Since its organization, the Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. .
(f) Except as set forth in the Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Xxxxxx Sub or the conduct of business by Merger Xxxxxx Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(fg) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(gh) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and or Merger Sub have not taken any action that would require to enter into, perform its obligations under this Agreement and consummate the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereofTransactions.
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. III)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c5.10(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 100,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c5.10(c)).
(d) There Except for any Indebtedness incurred by Acquiror or a Merger Sub with the consent of the Company as a result of or in connection with the consummation of the transactions contemplated hereby, there is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended September 30, 2020 2022 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and the Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period as of December 31, 2020 2021 in the ordinary course of the operation of business (including Working Capital Loans) of the Acquiror and the Merger Sub (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and the Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d5.10(d).
(e) Since its their organization, the Merger Sub has have not conducted any business activities other than activities directed toward the accomplishment of the Merger. .
(f) Except as set forth in the Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Xxxxxx Sub or the conduct of business by Merger Xxxxxx Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of Merger Sub to enter into and perform its obligations under this Agreement.
(fg) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(gh) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of Acquiror Material Adverse Effect or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23February 10, 2020 2021 through the date of this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. III)
Business Activities; Absence of Changes. (a) Since its incorporation, neither Acquiror nor Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there There is no agreement, commitment or Governmental Order binding upon Acquiror or Merger Sub or to which Acquiror or Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or Merger Sub or any acquisition of property by Acquiror or Merger Sub or the conduct of business by Acquiror or Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the TransactionsClosing.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c) 5.12(c), neither Acquiror nor Merger Sub is, and (iii) with respect to fees and expenses of Acquiror’s legalat no time has either been, financial and other advisors, Acquiror is not a party to any Contract with any other Person that would require payments by Acquiror or Merger Sub in excess of $150,000 10,000 monthly or $50,000 in the aggregate with respect to any individual Contract or more than $250,000 in the aggregate when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c))Contracts.
(d) There is no liability, debt or obligation against of, or against, Acquiror or Merger Sub, whether accrued or fixed, absolute or contingent, matured or unmatured, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended September 30, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole)thereto, (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31September 30, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or would be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) its Subsidiaries or (iii) disclosed in Schedule 5.09(d5.12(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there There is no agreement, commitment, commitment or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse EffectClosing.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary AgreementsAgreements to this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(ih) Since the date of Acquiror’s incorporationformation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect and (ii) from November 23Acquiror and Merger Sub have, in all material respects, conducted their business and operated their properties in the ordinary course of business consistent with past practice. From September 30, 2020 through the date of this Agreement, neither Acquiror and Merger Sub have not nor any of its Subsidiaries has taken any action that (i) would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereofhereof or (ii) is material to Acquiror and its Subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Osprey Technology Acquisition Corp.)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror Buyer has not conducted any business activities other than activities (i) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (ii) directed toward the accomplishment of a Business Combinationbusiness combination, including those incident or related to or incurred in connection with the negotiation, preparation or execution of this Agreement or any Additional Agreement to which Buyer is a party, the performance of its covenants or agreements in this Agreement or any Additional Agreement to which Buyer is a party or the consummation of the transactions contemplated hereby or thereby or (iii) those that are administrative, ministerial or otherwise immaterial in nature. Except as set forth in the Acquiror Buyer’s Organizational Documents, there is no agreement, commitment or Governmental Order Contract binding upon Acquiror Buyer or to which Acquiror Buyer is a party which has had or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Acquiror or it, any acquisition of property by Acquiror or it, the conduct of business by Acquiror as currently conducted it or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect on the ability of Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactionswould cause a Buyer Impairment Effect.
(b) Other than Merger Sub, Acquiror Buyer does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactionstransactions contemplated hereby, Acquiror Buyer has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a “Business Combination” as such term is defined in Buyer’s Organizational Documents.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), and (ii) as set forth on Schedule 5.09(c) and (iii) the Deferred Underwriting Commission or with respect to fees and expenses of AcquirorBuyer’s legal, financial and other advisorsadvisors or placement agents, Acquiror Buyer is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror Buyer in excess of $150,000 50,000 monthly, $200,000 in the aggregate with respect to any individual Contract or more than $1,000,000 in the aggregate when taken together with all such other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c))Contracts.
(d) There is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or would be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of AcquirorBuyer’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub Buyer that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect and (ii) from November 23a material adverse effect on the ability of Buyer to enter into, 2020 through or perform its obligations under, this Agreement or consummate the date of this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereoftransactions contemplated hereby.
Appears in 1 contract
Samples: Equity Purchase Agreement (Yellowstone Acquisition Co)
Business Activities; Absence of Changes. (a) Since its respective incorporation, neither Acquiror nor Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or Merger Sub or to which Acquiror or Merger Sub is a party which that has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or Merger Sub or any acquisition of property by Acquiror or Merger Sub or the conduct of business by Acquiror or Merger Sub as currently conducted or as contemplated to be conducted as of the Closing Closing, other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror or and Merger Sub to enter into, into and perform its their respective obligations under this Agreement and consummate the TransactionsAgreement.
(b) Other than Except for Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement Agreement, the Contracts expressly contemplated hereby and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party toto or bound by, bound by or has and does not have its assets or property subject to, in each case case, whether directly or indirectly, any Contract or transaction which that is, or could reasonably be interpreted as constituting, a Business Combination.
(c) . Except for (i) this Agreement and the agreements expressly transactions contemplated hereby (including any agreements permitted by Section 7.03)herein, (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror or Merger Sub, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are or would be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(gc) Merger Sub was formed solely for the purpose of effecting the Merger transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the Merger transactions contemplated hereby and has no, and at all times prior to the Effective Time except as expressly contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(d) As of the date hereof and except for this Agreement and the Contracts expressly contemplated hereby, Contracts and arrangements for professional fees and other Outstanding Acquiror Expenses, including with respect to legal and accounting advisors incurred by the Acquiror or its Subsidiaries in connection with the Transactions, or as set forth on Schedule 5.09(d), neither Acquiror nor Merger Sub is party to any Contract with any other Person that would require payments by Acquiror or any of its Subsidiaries after the date hereof in excess of $50,000 in the aggregate with respect to any individual Contract.
(e) As of the date hereof, there is no liability, debt or obligation of Acquiror or Merger Sub that would be required to be set forth or reserved for on a consolidated balance sheet of Acquiror and Merger Sub (and the notes thereto) prepared in accordance with GAAP consistently applied and in accordance with past practice, except for liabilities, debts or obligations (i) Since reflected or reserved for on Acquiror’s consolidated balance sheet for the year ended December 31, 2020 as reported on Form 10-K or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and its Subsidiaries, taken as a whole), (ii) that have arisen since the date of Acquiror’s incorporationconsolidated balance sheet for the year ended December 31, 2020 as reported on Form 10-K in the ordinary course of the operation of business of Acquiror and its Subsidiaries, (iii) disclosed in the Schedules, including Schedule 5.09(d) and Schedule 5.09(e), or (iv) for professional fees and other Outstanding Acquiror Expenses, including with respect to legal and accounting advisors incurred by the Acquiror or its Subsidiaries in connection with the Transactions.
(f) Neither Acquiror nor Merger Sub has any material Indebtedness.
(g) Since the incorporation of Acquiror, there has not been any change, development, condition, occurrence, event or effect relating occurrence that has had, or would not reasonably be expected to the Acquiror or Merger Sub thathave, individually or in the aggregate, resulted ina material adverse effect on the ability of Acquiror or Merger Sub to enter into and perform their obligations under this Agreement.
(h) Other than any officers of Acquiror, Acquiror and Merger Sub do not and have never employed any employees or retained any contractors, other than consultants and advisors in the ordinary course of business. Other than reimbursement of any out-of-pocket expenses incurred by officers and directors in connection with activities on Acquiror’s behalf in an aggregate amount not in excess of the amount of cash held by Acquiror outside of the Trust Account, Acquiror has no unsatisfied material liability with respect to any employee, officer or director. Acquiror and Merger Subs have never and do not currently maintain, sponsor, contribute to or have any direct or material liability under any “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not subject to ERISA) and any other plan, policy, program, practice, arrangement or agreement providing for compensation or benefits to any current or former director, officer, employee, natural person independent contractor or other natural person service provider, in each case, that is maintained, sponsored or contributed to by the Acquiror or its ERISA Affiliates or under which the Acquiror or its ERISA Affiliates has or would reasonably be expected to result in, an Acquiror Material Adverse Effect and (ii) from November 23, 2020 through have any material obligation or liability. The consummation of the date of transactions contemplated by this Agreement, Acquiror and Merger Sub have alone or together with any other event, will not taken result in any action that would require compensation or benefit becoming due or payable to any officers of Acquiror, increase the consent amount or value of any compensation or benefit otherwise payable to any officers of Acquiror, result in the acceleration of the Company pursuant to Section 7.03 if time of payment, vesting or funding of any such action had been taken after the date hereofcompensation or benefit.
Appears in 1 contract
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror and would not reasonably be expected to have a Material Adverse Effect on the ability of Acquiror or Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the Transactions.
(b) Other Since its incorporation, PubCo has not conducted any business activities other than Merger Subactivities directed toward the accomplishment of a Business Combination. Except as set forth in the Governing Documents of PubCo, there is no agreement, commitment or Governmental Order binding upon PubCo or to which PubCo is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of PubCo or any acquisition of property by PubCo or the conduct of business by PubCo as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the ability of PubCo to enter into and perform its obligations under this Agreement and consummate the Transactions.
(c) Neither Acquiror does not own nor PubCo owns or have has a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has and PubCo have no interests, rights, obligations or liabilities with respect to, and is are not party to, bound by or has its have their assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror Acquiror, PubCo or Merger Subtheir Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of for the fiscal year ended December 31, 2020 2022 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole), ) or (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period fiscal year ended December 31, 2020 2022 in the ordinary course of the operation of business of the Acquiror and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect and (ii) from November 23, 2020 through the date of this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 1 contract
Samples: Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror Organizational DocumentsArticles of Association, there is no agreement, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of the Acquiror or Merger Sub Parties to enter into, perform its obligations under this Agreement and consummate the Transactions.
(b) Other than Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror in excess of $150,000 500,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.036.03) and Contracts set forth on Schedule 5.09(c)Section 4.10(c) of the Acquiror Schedules).
(d) There is no liability, debt or obligation against the Acquiror or Merger SubParties, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31for the quarterly period ended June 30, 2020 2023 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to the Acquiror and Merger SubParties, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31June 30, 2020 2023 in the ordinary course of the operation of business of the Acquiror and Merger Sub Parties (other than any such liabilities as are or not and would not be, in the aggregate, material to the Acquiror and Merger SubParties, taken as a whole) or (iii) disclosed in Schedule 5.09(d)Section 4.10(d) of the Acquiror Schedules.
(e) Since its organization, neither First Merger Sub nor Second Merger has not conducted any business activities other than activities directed toward the accomplishment of the MergerMergers. Except as set forth in the organizational documents of First Merger Sub and Second Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon either First Merger Sub or Second Merger Sub or to which either of the Merger Sub Subs is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of First Merger Sub or Second Merger or any acquisition of property by either First Merger Sub or Second Merger Sub or the conduct of business by either of First Merger Sub or Second Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of either of First Merger Sub or Second Merger Sub to enter into and perform its obligations under this Agreement.
(f) Neither First Merger Sub does not own nor Second Merger Sub owns or have has a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) First Merger Sub was formed solely for the purpose of effecting the First Merger and has not engaged in any business activities or conducted any operations other than in connection with the First Merger and has no, and at all times prior to the First Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(h) Second Merger Sub was formed solely for the purpose of effecting the Second Merger and has not engaged in any business activities or conducted any operations other than in connection with the Second Merger and has no, and at all times prior to the Second Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) (i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub Parties that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an a material adverse effect on the ability of the Acquiror Material Adverse Effect Parties to enter into, perform its obligations under this Agreement and consummate the Transactions and (ii) from November 23December 22, 2020 through the date of this Agreement, the Acquiror and Merger Sub Parties have not taken any action that would require the consent of the Company pursuant to Section 7.03 6.03 if such action had been taken after the date hereof.
Appears in 1 contract
Samples: Business Combination Agreement (Global Partner Acquisition Corp II)
Business Activities; Absence of Changes. (a) Each of PubCo and Merger Sub was, as applicable, incorporated or formed solely for the purpose of effecting the Transactions. Since its incorporationincorporation or formation (as applicable), Acquiror has not neither PubCo nor Merger Sub have conducted any business activities other than activities directed toward the accomplishment of a Business CombinationCombination or related to the incorporation of PubCo and Merger Sub. Except as set forth in the Acquiror Existing PubCo Articles and Merger Sub’s Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror PubCo or Merger Sub, or to which Acquiror PubCo or Merger Sub is a party which that has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror PubCo or Merger Sub, or any acquisition of property by Acquiror PubCo or Merger Sub or the conduct of business by Acquiror PubCo or Merger Sub as currently conducted or as contemplated to be conducted as of the Closing conducted, other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror PubCo or Merger Sub to enter into, into and perform its obligations under this Agreement and consummate the TransactionsAgreement.
(b) Other than Neither PubCo nor Merger Sub, Acquiror does not Sub own or have a right to acquire, directly or indirectly, acquire any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except entity (other than PubCo’s holding of Merger Sub).
(c) As of the date hereof and except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements Contracts expressly contemplated hereby (including any agreements permitted by Section 7.03)hereby, (ii) as set forth on Schedule 5.09(c) and (iii) with respect to fees and expenses of Acquiror’s legal, financial and other advisors, Acquiror neither PubCo nor Merger Sub is not party to any Contract with any other Person that would require payments by Acquiror in excess PubCo or Merger Sub or any of $150,000 in its Subsidiaries after the aggregate with respect date hereof (excluding any such payments to any individual Contract or when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c)be made as SEDA Transaction Expenses).
(d) There As of the date hereof, there is no liability, debt or obligation against Acquiror (actual or contingent) of PubCo or Merger Sub that would be required to be set forth or reserved for on a consolidated balance sheet of PubCo or Merger Sub, except for liabilities and Liabilities, debts or obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December 31, 2020 in the ordinary course of the operation of business of the Acquiror and Merger Sub (other than any such liabilities as are PubCo or would be, in the aggregate, material to Acquiror and Merger Sub, taken as a whole) or (iii) disclosed for professional fees, including with respect to legal and accounting advisors incurred by PubCo or Merger Sub in Schedule 5.09(d)connection with the Transactions.
(e) Since its organization, Neither PubCo nor Merger Sub have material Indebtedness.
(f) Since, as applicable, the incorporation or formation of PubCo or Merger Sub, there has not conducted been any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documentsevent or occurrence that has had, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(g) Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of Acquiror’s incorporation, there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror or Merger Sub thathave, individually or in the aggregate, resulted in, a material adverse effect on the ability of PubCo or would reasonably be expected Merger Sub to result in, an Acquiror Material Adverse Effect enter into and (ii) from November 23, 2020 through the date of perform its obligations under this Agreement, Acquiror and Merger Sub have not taken any action that would require the consent of the Company pursuant to Section 7.03 if such action had been taken after the date hereof.
Appears in 1 contract
Samples: Business Combination Agreement (SDCL EDGE Acquisition Corp)
Business Activities; Absence of Changes. (a) Since its incorporation, Acquiror CBAH has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror CBAH Organizational Documents, there is no agreement, commitment or Governmental Order binding upon Acquiror CBAH or to which Acquiror CBAH is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror CBAH or any acquisition of property by Acquiror CBAH or the conduct of business by Acquiror CBAH as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Acquiror CBAH, First Merger Sub or Second Merger Sub to enter into, perform its obligations under this Agreement and the Ancillary Agreements or to consummate the Transactions.
(b) Other than Merger SubExcept for this Agreement and the Ancillary Agreements and the Transactions, Acquiror CBAH does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Ancillary Agreements and the Transactions, Acquiror CBAH has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) this Agreement and the agreements expressly contemplated hereby Ancillary Agreements (including any agreements permitted by Section 7.03), (ii) as set forth on Schedule 5.09(c7.02) and (iiiii) with respect to fees and expenses of AcquirorCBAH’s legal, financial and other advisors, Acquiror CBAH is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror CBAH in excess of $150,000 250,000 in the aggregate annually with respect to any individual Contract or $500,000 in the aggregate annually when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.03) and Contracts set forth on Schedule 5.09(c))Contracts.
(d) There is no liability, debt or obligation against Acquiror CBAH or Merger Subits Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on AcquirorCBAH’s consolidated balance sheet as of December March 31, 2020 2021, or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Acquiror CBAH and Merger Subits Subsidiaries, taken as a whole), ) or (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period December March 31, 2020 2021, in the ordinary course of the operation of business of the Acquiror CBAH and Merger Sub its Subsidiaries (other than any such liabilities as are or not and would not be, in the aggregate, material to Acquiror CBAH and Merger Subits Subsidiaries, taken as a whole) or (iii) disclosed in Schedule 5.09(d).
(e) Since its organization, First Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the MergerMergers. Except as set forth in First Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon First Merger Sub or to which First Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of First Merger Sub or any acquisition of property by First Merger Sub or the conduct of business by First Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effecta material adverse effect on the ability of First Merger Sub to perform its obligations under this Agreement and the Ancillary Agreements or to consummate the Transactions.
(f) Since its organization, Second Merger Sub does has not own conducted any business activities other than activities directed toward the accomplishment of the Mergers. Except as set forth in Second Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Second Merger Sub or to which Second Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Second Merger Sub or any acquisition of property by Second Merger Sub or the conduct of business by Second Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a material adverse effect on the ability of Second Merger Sub to perform its obligations under this Agreement and the Ancillary Agreements or to consummate the Transactions.
(g) Except for this Agreement and the Ancillary Agreements and the Transactions, neither First Merger Sub nor Second Merger Sub owns or has a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.
(gh) Each of First Merger Sub and Second Merger Sub was formed solely for the purpose of effecting the Merger Transactions and has not engaged in any business activities or conducted any operations other than in connection with the Merger Transactions and has no, and at all times prior to the First Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(i) Since the date of AcquirorCBAH’s incorporationformation through and including the date of this Agreement, (i) there has not been any change, development, condition, occurrence, event or effect relating to the Acquiror CBAH or Merger Sub its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect a material adverse effect on the ability of CBAH, First Merger Sub or Second Merger Sub to perform its obligations under this Agreement and the Ancillary Agreements or to consummate the Transactions and (ii) from November 23, 2020 through the date of this Agreement, Acquiror CBAH and Merger Sub its Subsidiaries have not taken any action that would require the consent of the Company pursuant to Section 7.03 7.02 if such action had been taken after the date hereofof this Agreement (other than the formation of First Merger Sub and Second Merger Sub and actions incident to such formations).
Appears in 1 contract
Samples: Business Combination Agreement (CBRE Acquisition Holdings, Inc.)
