Common use of Business Activities; Absence of Changes Clause in Contracts

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 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.

Appears in 9 contracts

Samples: Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. III), Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. III), Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. II)

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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 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.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (TradeUP Acquisition Corp.), Lock Up Agreement (Cleantech Acquisition Corp.), Agreement and Plan of Merger (ROC Energy 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 and would not reasonably be expected to have a material adverse effect 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.

Appears in 2 contracts

Samples: Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp), 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 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 and would not reasonably be expected to have a material adverse effect 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Spring Valley Acquisition Corp.), Agreement and Plan of Merger (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 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 a material adverse effect on the ability of an Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the TransactionsMaterial Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Western Acquisition Ventures Corp.), Agreement and Plan of Merger (Western Acquisition Ventures Corp.)

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 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (FAST Acquisition Corp. II), Tax Receivable Agreement (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 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sable Offshore Corp.), Agreement and Plan of Merger (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 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 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.

Appears in 1 contract

Samples: Business Combination Agreement (Global Partner Acquisition Corp II)

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 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Falcon Capital Acquisition Corp.)

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 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.

Appears in 1 contract

Samples: Business Combination Agreement (Holicity Inc.)

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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 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Starry Holdings, Inc.)

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 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (North Mountain Merger 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 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.

Appears in 1 contract

Samples: Business Combination Agreement (StoneBridge 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 have not had and would not reasonably be expected to have a material adverse effect on the ability of an Acquiror or Merger Sub to enter into, perform its obligations under this Agreement and consummate the TransactionsMaterial Adverse Effect.

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 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 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. II)

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