Business Activities. (a) Since formation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror. (b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination. (c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loan.
Appears in 4 contracts
Samples: Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Holding LTD)
Business Activities. (a) Since formation, Acquiror SPAC has not conducted any business activities other than activities related to AcquirorSPAC’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in AcquirorSPAC’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, there is no agreement, commitment, or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has 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 Share Exchange Merger Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be prevent or materially delay or materially impair the ability of SPAC to consummate the Transactions or otherwise have a material to Acquiroradverse effect on SPAC or the Transactions.
(b) Except for the transactions contemplated by this Agreement and the other Transaction DocumentsTransactions, 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror SPAC has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) . Except for this Agreement and Agreement, the other Transaction Documents to which it is party party, and the other documents and transactions contemplated hereby and thereby (including with respect Contracts relating to Acquiror Transaction Expenses) and contracts SPAC Expenses with the underwriters of AcquirorSPAC’s initial public offering, Acquiror SPAC is not party to any Contract with any other Person that would require payments by Acquiror SPAC after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror SPAC does not have any Working Capital LoanLoan except as set forth on Section 7.16 of the SPAC Disclosure Letter.
Appears in 3 contracts
Samples: Merger Agreement (Blue World Holdings LTD), Merger Agreement (Blue World Acquisition Corp), Merger Agreement (Blue World Holdings LTD)
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward or in furtherance of the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, there There is no agreement, commitment, or Governmental Order binding upon any Acquiror Party or to which any Acquiror Party is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of any Acquiror Party or any acquisition of property by any Acquiror Party or the conduct of business by any Acquiror Party as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of any Acquiror Party to Acquiror.
(b) Except enter into and perform its obligations under this Agreement. Each of Pubco, Corp Merger Sub and LLC Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Agreement to which it is or will be a party, as applicable, and the other transactions contemplated by this Agreement and the other such Transaction DocumentsAgreements, as applicable.
(b) No Acquiror does not own 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 and the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) There is no liability, debt or obligation for or against any Acquiror Party or its Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s unaudited consolidated balance sheet for the 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 its Subsidiaries, taken as a whole), (ii) that have arisen since the date of Acquiror’s unaudited consolidated balance sheet for the year ended December 31, 2020 in the ordinary course of the operation of business of Acquiror and its Subsidiaries, (iii) disclosed in Section 6.09(c) of the Acquiror Disclosure Letter or (iv) incurred in connection with or contemplated by this Agreement and/or the Transactions.
(d) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including with respect to any agreements permitted by Section 8.02) or as set forth on Section 6.09(d) of the Acquiror Transaction Expenses) Disclosure Letter, no Acquiror Party is, and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by any Acquiror after the date hereof Party in excess of $10,000 monthly, $100,000 in the aggregate with respect to any individual Contract (or more than $500,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. As this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 8.02) and Contracts set forth on Section 6.09(d) of the date of this Agreement, Acquiror does not have any Working Capital LoanDisclosure Letter).
Appears in 3 contracts
Samples: Merger Agreement (KORE Group Holdings, Inc.), Merger Agreement (KORE Group Holdings, Inc.), Merger Agreement (Cerberus Telecom Acquisition Corp.)
Business Activities. (a) Since formationits incorporation, Acquiror each of the Purchaser Parties has not conducted any business activities other than activities related to AcquirorPurchaser’s initial public offering IPO or directed toward the accomplishment of a Business Combinationbusiness combination. Except as set forth in Acquiror’s Governing the Organizational Documents of each of the Purchaser Parties or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyTransaction Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or Contract to which Acquiror any Purchaser Party is a party which has or would reasonably be expected to have the effect of prohibiting or impairing in any material respect any business practice of Acquiror any Purchaser Party or any acquisition of property by Acquiror any Purchaser Party or the conduct of business by Acquiror each of the Purchaser Parties as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) . Except for the transactions contemplated by this Agreement and under the other Transaction Documents, Acquiror each of the Purchaser Parties 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror each of the Purchaser Parties has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combinationbusiness combination under Purchaser’s IPO Prospectus and the Organizational Documents of each of the Purchaser Parties .
(cb) Except Merger Sub was formed solely for this Agreement and the other purpose of effecting the transactions contemplated under the Transaction Documents to which it is party and has not engaged in any business activities or conducted any operations other than in connection with the other documents and transactions contemplated hereby under the Transaction Documents and thereby (including with respect has no, and at all times prior to Acquiror the Closing except as expressly contemplated by the Transaction Expenses) and contracts with the underwriters Documents, will have no, assets, liabilities or obligations of Acquiror’s initial public offering, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract (kind or in the aggregate with any series of related Contracts) nature whatsoever other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loanthose incident to its formation.
Appears in 3 contracts
Samples: Merger Agreement (Golden Path Acquisition Corp), Merger Agreement (WiMi Hologram Cloud Inc.), Merger Agreement (Venus Acquisition Corp)
Business Activities. (a) Since formationits respective organization, Acquiror neither Acquiror, nor Holdings or Merger Sub has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror Acquiror, Holdings or Merger Sub or to which Acquiror Acquiror, Holdings or Merger Sub is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Acquiror, Holdings or Merger Sub or any acquisition of property by Acquiror Acquiror, Holdings or Merger Sub or the conduct of business by Acquiror Acquiror, Holdings or Merger Sub as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of Acquiror, Holdings or Merger Sub to Acquirorenter into and perform their obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement and the other Transaction DocumentsHoldings or 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination. Except for Merger Sub and the transactions contemplated herein, Holdings 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 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.
(c) Except Each of Holdings and Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby has no, and at all times prior to the Effective Time except as expressly contemplated by this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(d) Except for this Agreement, the Stockholder Notes, and the agreements expressly contemplated hereby (including with respect to Acquiror Transaction Expensesany agreements permitted by Section 9.03) and contracts with the underwriters of or as set forth on Schedule 7.09(d), neither Acquiror’s initial public offering, Acquiror is not nor Holdings or Merger Sub is, or at any time has been, party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $10,000 monthly, $100,000 in the aggregate with respect to any individual Contract (or more than $500,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. As of this Agreement, the Stockholder Notes, and the agreements expressly contemplated hereby (including any agreements permitted by Section 9.03) and Contracts set forth on Schedule 7.09(d)).
(e) There is no liability, debt or obligation against the Acquiror, Holdings, Merger Sub or their respective Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet for the year ended December 31, 2016 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 consolidated balance sheet for the year ended December 31, 2016 as reported on Form 10-K in the ordinary course of the operation of business of the Acquiror and its Subsidiaries, (iii) disclosed in the Schedules or (iv) incurred in connection with or contemplated by this Agreement, Acquiror does not have any Working Capital LoanAgreement and/or the Transactions.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Capitol Acquisition Corp. III)
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon any Acquiror Party or to which any Acquiror Party is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of any Acquiror Party or any acquisition of property by any Acquiror Party or the conduct of business by any Acquiror Party as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to have a material adverse effect on the ability of any Acquiror Party to enter into and perform its obligations under this Agreement. The Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and will not conduct any business prior to the Closing except for matters incidental to engaging in the Transactions, and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Document to which it is or will be material to Acquirora party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Documents, as applicable.
(b) Except for the transactions contemplated by this Agreement and the other Transaction DocumentsMerger Sub, Acquiror does not own own, or have a any 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except There is no Indebtedness of or claim or judgment against the Acquiror or any of its Subsidiaries, except for those (i) reflected or reserved for on Acquiror’s September 30, 2023 consolidated balance sheet 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 September 30, 2023 consolidated balance sheet in the ordinary course of the operation of business of Acquiror and its Subsidiaries (other than any such liabilities as are not and would not be, in the aggregate, material to Acquiror and its Subsidiaries, taken as a whole), (iii) disclosed in the Acquiror Disclosure Letter or (iv) incurred in connection with or contemplated by this Agreement and/or the Transactions.
(d) Since September 30, 2023, (a) there has not been any event or occurrence that has had, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Acquiror to enter into and perform its obligations under this Agreement and (b) except as set forth in Section 6.09(d) of the other Transaction Documents to which it is party Acquiror Disclosure Letter, the Acquiror has, in all material respects, conducted its business and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 operated its properties in the aggregate ordinary course of business consistent with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loanpast practice.
Appears in 2 contracts
Samples: Merger Agreement (Gresham Worldwide, Inc.), Merger Agreement (Ault Disruptive Technologies Corp)
Business Activities. (a) Since formation, neither Acquiror has not or Merger Sub have conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, 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 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 Share Exchange Closing, other than such effectseffects that would not, and would not reasonably be expected to, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorAcquiror or Merger Sub.
(b) Except for Merger Sub and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination (other than confidentiality agreements, term sheets, letters of intent or other customary agreements entered into in connection with review of potential initial business combinations conducted by Acquiror, in each case which were entered into prior to the date hereof and which do not contain binding terms with respect to liabilities or obligations to effect a Business Combination). Except for the transactions contemplated by this Agreement and the Ancillary Agreements, 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.
(c) Except Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and has no, and at all times prior to the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other Transaction Documents documents and transactions contemplated hereby and thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to which it is party its formation.
(d) As of the date hereof and except for this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to expenses and fees incurred in connection therewith), neither Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not nor Merger Sub are 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 $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loans. As of the date of this Agreementhereof, Acquiror does not have there are no amounts outstanding under any Working Capital LoanLoans.
Appears in 2 contracts
Samples: Merger Agreement (Xos, Inc.), Merger Agreement (NextGen Acquisition Corp)
Business Activities. (a) Since formation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Amalgamation Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any the aggregate amount outstanding under the Working Capital LoanLoans is $2,213,197.
Appears in 2 contracts
Samples: Business Combination Agreement (PropertyGuru Group LTD), Business Combination Agreement (Bridgetown 2 Holdings LTD)
Business Activities. (a) Since formation, neither Acquiror has not or Merger Sub have conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, 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 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorAcquiror or Merger Sub.
(b) Except for Merger Sub and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination. Except for the transactions contemplated by this Agreement and the Ancillary Agreements, 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.
(c) Except Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and has no, and at all times prior to the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other Transaction Documents documents and transactions contemplated hereby and thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to which it is party its formation.
(d) As of the date hereof and except for this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to expenses and fees incurred in connection therewith), neither Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not nor Merger Sub are 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 $100,000 1,000,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loan.
Appears in 2 contracts
Samples: Merger Agreement (Reinvent Technology Partners Z), Merger Agreement (Reinvent Technology Partners)
Business Activities. (a) Since formationinception, Acquiror GigCapital5 has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combinationbusiness combination. Except as set forth in Acquiror’s Governing the GigCapital5 Organizational Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyDocuments, there is no agreement, commitment, commitment or Governmental Order order binding upon Acquiror GigCapital5 or to which Acquiror GigCapital5 is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror GigCapital5 or any acquisition of property by Acquiror GigCapital5 or the conduct of business by Acquiror GigCapital5 as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be material to Acquirorconstitute a GigCapital5 Material Adverse Effect.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror does not own None of GigCapital5 or have 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. Except for this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyDocuments, Acquiror GigCapital5 has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combinationbusiness combination.
(c) Except for this Agreement and the other Transaction Documents to which it agreements expressly contemplated hereby, GigCapital5 is party not, and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract contract with any other Person person that would require payments by Acquiror after the date hereof GigCapital5 in excess of $100,000 50,000 monthly, $400,000 in the aggregate annually with respect to any individual Contract contract or more than $1,000,000 in the aggregate annually when taken together with all other contracts (other than, this Agreement and the Transaction Documents expressly).
(d) Except as set forth in the Merger Sub Organizational Documents, there are no agreements, commitments, or 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 Xxxxxx Sub or the conduct of business by Xxxxxx Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate with any series aggregate, which have not had and would not reasonably be expected to have a material adverse effect on the ability of related Contracts) other than Working Capital Loans. As of Merger Sub to enter into and perform its obligations under this Agreement or the date of this Agreement, Acquiror does not have any Working Capital LoanTransaction Documents.
Appears in 2 contracts
Samples: Business Combination Agreement (Qt Imaging Holdings, Inc.), Business Combination Agreement (GigCapital5, Inc.)
Business Activities. (a) Since formation, Acquiror has The Parent shall not conducted engage in any business activities other than activities related or activity except the holding of the Equity Interests in the Obligor, the performance of its obligations under, and, subject to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth any limitations in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Bond Documents, the exercise of its rights under this Agreement, the other Bond Documents, the HFOTCO Credit Documents, the instruments, agreements and other documents evidencing or governing Permitted First Lien Refinancing Debt or Permitted Second Lien Refinancing Debt and the transactions contemplated hereby HFOTCO Company Agreement, and therebyactivities incidental thereto. Except as permitted under this Agreement or the other Bond Documents, there is no agreementthe Parent shall not become a party to any contract or instrument other than this Agreement, commitmentthe other Bond Documents, the HFOTCO Credit Documents, the instruments, agreements and other documents evidencing or governing Permitted First Lien Refinancing Debt or Permitted Second Lien Refinancing Debt and the HFOTCO Company Agreement and will not incur any liabilities, contingent or otherwise, except under this Agreement, the other Bond Documents, the HFOTCO Credit Documents, the instruments, agreements and other documents evidencing or governing Permitted First Lien Refinancing Debt or Permitted Second Lien Refinancing Debt and the HFOTCO Company Agreement, or Governmental Order binding upon Acquiror or incidental to which Acquiror is a party which has or would reasonably be expected to have the effect foregoing activities.
(a) None of prohibiting or impairing any business practice of Acquiror the Obligor or any acquisition of property by Acquiror the other Restricted Subsidiaries shall engage in activities (other than (i) the ownership, development, expansion, operation, maintenance and financing of the Terminal Storage Facility and (ii) such other businesses related thereto) if, as a result thereof, the general nature of the business in which the Obligor and the other Restricted Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Obligor and the other Restricted Subsidiaries, taken as a whole, are engaged on the Closing Date. None of the Obligor or any of the conduct other Restricted Subsidiaries shall use the Dock 5 in any way that would materially and adversely affect the ability of business by Acquiror as currently conducted or as contemplated the Obligor and the Restricted Subsidiaries to be conducted use the Terminal Storage Facility in the way in which it is used as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorClosing Date.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loan.
Appears in 2 contracts
Samples: Continuing Covenant Agreement, Continuing Covenant Agreement (SemGroup Corp)
Business Activities. (a) Since formationthe Formation Date, Acquiror Buyer has not conducted any business activities (i) other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business CombinationCombination and maintenance of its corporate existence, (ii) in any jurisdiction other than the United States, or (iii) in any jurisdiction within the United States other than Delaware and New York. Except as set forth in AcquirorBuyer’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyOrganizational Documents, there is no agreement, commitment, Contract or Governmental Order binding upon Acquiror Buyer or to which Acquiror Buyer is a party party, which has has, or would reasonably be expected to have have, the effect of prohibiting or impairing any business practice of Acquiror Buyer or any acquisition of property by Acquiror Buyer or the conduct of business by Acquiror Buyer as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been had, and would not reasonably be expected to be material to Acquirorhave a Buyer Material Adverse Effect.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror Buyer does not own own, or have a right to acquire, directly or indirectly, any interest or investment (whether equity debt or debtequity) in any corporation, partnership, joint venture, business, trust or other entityPerson. Except for this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyContemplated Transactions, Acquiror Buyer has no material interestsinterest, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case case, whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Buyer has no current or former employees or any Buyer Benefit Plans.
(d) Except for this Agreement liabilities and obligations (i) reflected or reserved for on Buyer’s consolidated balance sheet for the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringyear ended December 31, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 2016 as reported on Form 10-K or disclosed in the aggregate with respect to any individual Contract notes thereto, (or ii) disclosed in the aggregate with any series Buyer Disclosure Letter, (iii) incurred in the Ordinary Course of related Contracts) other than Working Capital Loans. As of Business since the date of Buyer’s consolidated balance sheet for the period ended December 31, 2016 as reported on Form 10-K or (iv) incurred in connection with or contemplated by this AgreementAgreement or the Contemplated Transactions, Acquiror Buyer does not have any Working Capital Loanliabilities of a type that are required by GAAP to be reflected or reserved against in a balance sheet of Buyer.
Appears in 2 contracts
Samples: Contribution Agreement (M I Acquisitions, Inc.), Contribution Agreement (M I Acquisitions, Inc.)
Business Activities. Except as set forth on Section 5.16 of the Acquiror Disclosure Letter:
(a) Since since formation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering the IPO or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Acquisition Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.;
(b) Except except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.; and
(c) Except except for Contracts relating to Acquiror Transaction Expenses, this Agreement and the other Transaction Documents to which it Acquiror is a party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts thereby, Contracts with the underwriters of Acquiror’s initial public offering, and Contracts relating to Working Capital Loans, Acquiror is not as of the date hereof party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans). As of the date of this Agreement, Acquiror does not have any the aggregate amount outstanding under the Working Capital LoanLoans is $4,368,398.
Appears in 2 contracts
Samples: Business Combination Agreement (Bridgetown Holdings LTD), Business Combination Agreement (Bridgetown Holdings LTD)
Business Activities. (a) Since formationits incorporation, Acquiror the SPAC has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combinationthe Transaction and the Other Transactions or other qualifying transactions. Except as set forth in Acquirorthe SPAC’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyorganizational documents, there is no agreement, commitment, commitment or Governmental Order binding upon Acquiror the SPAC, Buyer, or Merger Sub or to which Acquiror the SPAC, Buyer, or Merger Sub is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or the SPAC, Buyer, Merger Sub, any acquisition of property by Acquiror the SPAC, Buyer, or Merger Sub, or the conduct of business by Acquiror as currently conducted the SPAC, Buyer, or as contemplated to be conducted as of the Share Exchange ClosingMerger Sub, other than such effects, individually or in the aggregate, which have not been not, and would not reasonably be expected to, (a) materially interfere with, prevent, or materially delay the ability of the SPAC, Buyer, or Merger Sub to be enter into or perform its obligations under this Agreement or to consummate the Transaction, or (b) result in material to Acquirorliability or otherwise materially interfere with the conduct of the business of the SPAC, Buyer, and Merger Sub.
(b) Except for this Agreement, for any reimbursement obligations of the transactions contemplated by this Agreement SPAC to the Sponsor that will be satisfied and discharged at or prior to the other Transaction DocumentsClosing, Acquiror does not own or have a right to acquireas set forth on Schedule 5.13(b) of the Buyer Disclosure Schedule, 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect toSPAC is not, and is not party to or bound byhas never been, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof SPAC in excess of US $100,000 200,000 in the aggregate with respect to any individual Contract (or more than US $750,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. As this Agreement and the agreements expressly contemplated hereby and Contracts set forth on Schedule 5.13(b) of the date Buyer Disclosure Schedule).
(c) There is no liability, debt or obligation against the SPAC, Buyer, or Merger Sub, except for liabilities, debts and obligations (i) reflected or reserved for on the SPAC’s balance sheet as of December 31, 2020, or disclosed in the notes thereto (other than any such liabilities, debts and obligations not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to the SPAC, Buyer, and Merger Sub), (ii) that have arisen since December 31, 2020 in the ordinary course of the operation of business of the SPAC (other than any such liabilities, debts and obligations as are not and would not be, in the aggregate, material to the SPAC), (iii) disclosed in the Buyer Disclosure Schedules or (iv) incurred in connection with or contemplated by this Agreement, Acquiror does not have any Working Capital Loanthe Transaction, and/or the Other Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Glass House Brands Inc.), Merger Agreement (Glass House Brands Inc.)
Business Activities. (a) Since formation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any the aggregate amount outstanding under the Working Capital LoanLoans is $0.
Appears in 2 contracts
Samples: Business Combination Agreement (Aura Fat Projects Acquisition Corp), Business Combination Agreement (Fat Projects Acquisition Corp)
Business Activities. (a) Since formationthe date of its incorporation, Acquiror SPAC has not conducted any business activities other than activities related to AcquirorSPAC’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in AcquirorSPAC’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and therebyTransactions, there is no agreement, commitment, or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorSPAC.
(b) Except for the transactions contemplated by this Agreement and the other Transaction DocumentsTransactions, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and therebyTransactions, Acquiror SPAC has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except As of the date hereof and except for this Agreement and Agreement, the other Transaction Documents to which it is party Ancillary Agreements and the other documents and transactions contemplated hereby and thereby the Transactions (including with respect to Acquiror Transaction Expenses) expenses and contracts with the underwriters of Acquiror’s initial public offeringfees incurred in connection therewith), Acquiror SPAC is not party to any Contract with any other Person that would require payments by Acquiror SPAC or any of its Subsidiaries after the date hereof in excess of $100,000 250,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loans. As of the date of this Agreementhereof, Acquiror does not have the amount outstanding under any Working Capital LoanLoans is set out in Section 5.17 of the SPAC Disclosure Letter.
Appears in 2 contracts
Samples: Business Combination Agreement (Silver Spike Acquisition Corp II), Business Combination Agreement (Eleusis Inc.)
Business Activities. (a) Since formationits incorporation, Acquiror SPAC has not conducted any business activities other than activities related to Acquiror’s initial public offering the IPO or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s the SPAC Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and therebyTransactions, there is no agreement, commitment, or Governmental Order binding upon Acquiror or Contract to which Acquiror SPAC is a party which has or would reasonably be expected to have the effect of prohibiting or impairing in any material respect 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 Share Exchange Closing, other than such effects, individually or . SPAC has not entered into any material Contract except for those filed in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorSEC Filings or listed in Section 4.16(a) of the SPAC Disclosure Letter.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not party to Other than any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 former officers or as described in the aggregate SPAC SEC Filings, SPAC has never had any employees. Other than reimbursement of any out-of-pocket expenses incurred by SPAC’s officers and directors in connection with activities on SPAC’s behalf, SPAC has no unsatisfied liability with respect to any individual Contract employee. SPAC does not currently maintain or have any liability under any employment or employee benefit plan, program or arrangement, and neither the execution and delivery of this Agreement or any of the Ancillary Agreements nor the consummation of the Transactions will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any current or former director, officer or employee of SPAC, or (ii) result in the aggregate with any series of related Contracts) other than Working Capital Loans. As acceleration of the date time of this Agreement, Acquiror does payment or vesting of any such benefits. The Transactions shall not have be the direct or indirect cause of any Working Capital Loanamount paid or payable by SPAC being classified as an “excess parachute payment” under Section 280G of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacifico Acquisition Corp.), Merger Agreement (Pacifico Acquisition Corp.)
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of Acquiror to Acquirorenter into and perform its obligations under this Agreement. Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Agreement to which it is a party, as applicable, and the Transactions.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except There is no liability, debt or obligation against Acquiror or its Subsidiaries, except for this Agreement liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet for the period ended December 31, 2021 or disclosed in the notes thereto (other Transaction Documents to which it is party than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the other documents and transactions contemplated hereby and thereby (including with respect aggregate, material to Acquiror Transaction Expensesand its Subsidiaries, taken as a whole), (ii) and contracts with that have arisen since the underwriters date of Acquiror’s initial public offeringconsolidated balance sheet for the period ended December 31, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 2021 in the aggregate with respect to ordinary course of business of Acquiror and its Subsidiaries (other than any individual Contract (or such liabilities as are not and would not be, in the aggregate aggregate, material to Acquiror and its Subsidiaries, taken as a whole), (iii) disclosed in the Schedules, or (iv) incurred in connection with any series of related Contracts) other than Working Capital Loans. As of or contemplated by this Agreement and/or the date of this Agreement, Acquiror does not have any Working Capital LoanTransactions.
Appears in 2 contracts
Samples: Merger Agreement (LMF Acquisition Opportunities Inc), Merger Agreement (LMF Acquisition Opportunities Inc)
Business Activities. (a) Since formationits incorporation, Acquiror FTAC has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyFTAC Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror FTAC or to which Acquiror FTAC is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror FTAC or any acquisition of property by Acquiror FTAC or the conduct of business by Acquiror FTAC as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of FTAC to Acquirorenter into and perform its obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror FTAC 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror neither FTAC nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities Liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) There is no liability, debt or obligation against FTAC or its Subsidiaries, except for Liabilities and obligations (i) reflected or reserved for on FTAC’s consolidated balance sheet for the period from July 15, 2020 (FTAC’s inception) through 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 FTAC and its Subsidiaries, taken as a whole), (ii) that have arisen since the date of FTAC’s consolidated balance sheet for the for the period from July 15, 2020 through September 30, 2020 in the ordinary course of the operation of business of FTAC and its Subsidiaries (other than any such Liabilities as are not and would not be, in the aggregate, material to FTAC and its Subsidiaries, taken as a whole), (iii) disclosed in the Schedules or (iv) incurred in connection with or contemplated by this Agreement and/or the Transactions.
(d) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby or as set forth on Schedule 6.10(d) of the FTAC Schedules, FTAC is, and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof FTAC in excess of $100,000 10,000 monthly, $500,000 in the aggregate with respect to any individual Contract (or more than $1,000,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. As this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 8.02) and Contracts set forth on Schedule 6.10(d) of the date of this Agreement, Acquiror does not have any Working Capital LoanFTAC Schedules.
Appears in 2 contracts
Samples: Merger Agreement (Foley Trasimene Acquisition II), Merger Agreement
Business Activities. (a) Since formationits incorporation, Acquiror Buyer has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyBuyer Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror Buyer or to which Acquiror Buyer is a party which that has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Buyer or any acquisition of property by Acquiror Buyer or the conduct of business by Acquiror Xxxxx as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which that have not been had and would not reasonably be expected to be have a material adverse effect on the ability of Buyer to Acquiror.
(b) Except enter into and perform its obligations under this Agreement and to consummate the Transactions. Merger Sub was formed solely for the transactions purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other Transactions contemplated by this Agreement and the transactions contemplated by such other Transaction DocumentsAgreements, Acquiror as applicable.
(b) 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror no Buyer Party has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except There is no liability, debt or obligation against any Buyer Party, except for this Agreement liabilities and the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby obligations (including with respect to Acquiror Transaction Expensesi) and contracts with the underwriters reflected or reserved for on Buyer’s consolidated balance sheet as of Acquiror’s initial public offeringSeptember 30, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 2022 or disclosed in the aggregate with respect to notes thereto (other than any individual Contract (such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate with any series of related Contractsaggregate, material to Buyer Parties, taken as a whole), (ii) other than Working Capital Loans. As of that have arisen since the date of Buyer’s consolidated balance sheet as of September 30, 2022 in the ordinary course of the operation of business of ant Buyer Party (other than any such liabilities as are not and would not be, in the aggregate, material to the Buyer Parties, taken as a whole), (iii) disclosed in the Schedules or (iv) incurred in connection with or contemplated by this Agreement, Acquiror does not have any Working Capital LoanAgreement or the Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Edify Acquisition Corp.), Merger Agreement (Unique Logistics International, Inc.)
Business Activities. (a) Since formationits incorporation, Acquiror FTAC has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyFTAC Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror FTAC or to which Acquiror FTAC is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror FTAC or any acquisition of property by Acquiror FTAC or the conduct of business by Acquiror FTAC as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of FTAC to Acquirorenter into and perform its obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror FTAC 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 the FTAC Parties and for the transactions contemplated by this Agreement. Except for this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror neither FTAC nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities Liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) There is no liability, debt or obligation against FTAC or its Subsidiaries, except for Liabilities and obligations (i) reflected or reserved for on FTAC’s consolidated balance sheet as of 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 FTAC and its Subsidiaries, taken as a whole), (ii) that have arisen since September 30, 2020 in the ordinary course of the operation of business of FTAC and its Subsidiaries (other than any such Liabilities as are not and would not be, in the aggregate, material to FTAC and its Subsidiaries, taken as a whole), (iii) disclosed in the FTAC Schedules or (iv) incurred in connection with or contemplated by this Agreement and/or the Transactions.
(d) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby or as set forth on Schedule 6.10(d) of the FTAC Schedules, FTAC is, and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof FTAC in excess of $100,000 10,000 monthly, $500,000 in the aggregate with respect to any individual Contract (or more than $1,000,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. As this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 9.02) and Contracts set forth on Schedule 6.10(d) of the date of this Agreement, Acquiror does not have any Working Capital LoanFTAC Schedules).
Appears in 2 contracts
Samples: Business Combination Agreement (Foley Trasimene Acquisition Corp.), Business Combination Agreement (Foley Trasimene Acquisition Corp.)
Business Activities. (a) Since formationits incorporation, Acquiror Parent has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in AcquirorParent’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyOrganizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror Parent or to which Acquiror Parent is a party which has 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 the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material to Acquiroradverse effect on Parent.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and therebyhereby, Acquiror Parent has no material interestsinterest, rightsright, obligations obligation or liabilities liability with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby or as set forth on Section 4.12(c) of the Parent Disclosure Schedule, Parent is not, and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract contract with any other Person that would require payments by Acquiror after the date hereof Parent in excess of $25,000 monthly, $100,000 in the aggregate with respect to any individual Contract (contract or more than $500,000 in the aggregate when taken together with any series of related Contracts) all other contracts (other than Working Capital Loans. As this Agreement and the agreements expressly contemplated hereby) and contracts set forth on Section 4.12(c) of the Parent Disclosure Schedule.
(d) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the other transactions contemplated by this Agreement.
(e) Since its incorporation, Acquiror does not have any Working Capital Loanthere has been no material adverse effect on the Parent Parties that would affect their ability to consummate the transactions contemplated hereby that is continuing and uncured.
Appears in 1 contract
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business CombinationCombination or incidental thereto. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except have an Acquiror Material Adverse Effect. XxxxxXxxxxxx.xxx Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Agreement to which such entity is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. Acquiror owns all of the other Transaction Documents, issued and outstanding Equity Securities of XxxxxXxxxxxx.xxx Merger Sub.
(b) 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including or with respect to Acquiror Transaction Expenses) advisors and contracts consultants in connection with the underwriters of Acquiror’s initial public offeringTransactions (including any agreements permitted by Section 7.02 or as set forth on Schedule 5.12(c)), no Acquiror Party is not and at no time has been, party to any Contract with any other Person that would require payments by any Acquiror after the date hereof Party in excess of $100,000 in the aggregate with respect to any individual Contract (or more than $500,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.02) and Contracts set forth on Schedule 5.12(c)).
(d) As of the date hereof, there is no liability, debt or obligation against Acquiror or its Subsidiaries, except for liabilities, debts or obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of March 31, 2021 or disclosed in the notes thereto, (ii) that have arisen since the date of Acquiror’s consolidated balance sheet as of March 31, 2021 in the ordinary course of the operation of business of Acquiror, (iii) arising under this AgreementAgreement or the performance by an Acquiror Party of its obligations hereunder, including the Acquiror does Transaction Expenses, (iv) as set forth on Schedule 5.12(d), or (v) that would not have any Working Capital Loanreasonably be expected to have, individually or in the aggregate, an Acquiror Material Adverse Effect.
Appears in 1 contract
Business Activities. (a) Since formationAcquiror was formed for the purpose of effecting a Business Combination with one or more businesses or entities. It completed an initial public offering of units consisting of Acquiror Class A Ordinary Shares and Acquiror Warrants in December of 2021, and placed certain of the net proceeds of its initial public offering and simultaneous private placement of Acquiror Warrants in the Trust Account. Acquiror has not never conducted any operations and has never engaged in any business activities other than activities related except raising funds through sales of securities, causing its securities to Acquiror’s be listed on Nasdaq, complying with applicable regulatory requirements of the SEC, Nasdaq, and the Cayman Islands, and seeking to find a company or companies with which to complete an initial public offering or directed toward business combination and negotiating the accomplishment terms of a Business Combinationthe Transactions. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, commitment or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material have an Acquiror Material Adverse Effect. Each of the Merger Subs has never engaged in any business activities, has no assets, liabilities or obligations of any nature other than those incident to Acquirorits formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party and has never generated any revenues or expenses other than expenses related to the Transactions. Acquiror owns all of the issued and outstanding Equity Securities of the Merger Subs.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporationcorporation (other than the Merger Subs and each of the Surviving Acquisition Corporation and Second Surviving Entity, pursuant to the terms hereof), partnership, joint venture, business, trust or other entity. Except for this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party Agreements or as set forth on Schedule IV.13(c), no Acquiror Party is, and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not 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 $100,000 in the aggregate aggregate.
(d) To the best of Acquiror’s knowledge, as of the date hereof, Acquiror has no liabilities or obligations, except for liabilities or obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of September 30, 2024, or disclosed in the notes thereto, (ii) that have arisen since the date of Acquiror’s consolidated balance sheet as of September 30, 2024, in the ordinary course of the operation of business of Acquiror, disclosed in the Schedules, included as set forth on Schedule IV.13(c) and as set forth on Schedule IV.13(d) or (iii) incurred in connection with or contemplated by this Agreement and/or the Transactions, including with respect to any individual Contract (professional fees for legal and accounting advisors incurred by Acquiror or its Subsidiaries in connection with the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital LoanTransactions.
Appears in 1 contract
Samples: Merger Agreement (Target Global Acquisition I Corp.)
Business Activities. (a) Since formationits incorporation, Acquiror CCVII has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyCCVII Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror CCVII or to which Acquiror CCVII is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror CCVII or any acquisition of property by Acquiror CCVII or the conduct of business by Acquiror CCVII as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of CCVII to Acquirorenter into and perform its obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror CCVII 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 other Transaction Documents and the transactions contemplated hereby and therebyDocuments, Acquiror neither CCVII nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities Liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Since December 31, 2022, there has been no liability, debt or obligation against CCVII or its Subsidiaries, except for Liabilities and obligations (i) reflected or reserved for on CCVII’s consolidated balance sheet as of March 31, 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 CCVII and its Subsidiaries, taken as a whole), (ii) that have arisen since the date of CCVII’s consolidated balance sheet as of March 31, 2023 in the ordinary course of the operation of business of CCVII and its Subsidiaries (other than any such Liabilities as are not and would not be, in the aggregate, material to CCVII and its Subsidiaries, taken as a whole), or (iii) incurred in connection with or contemplated by this Agreement or the Transactions.
(d) Except for this Agreement the Transaction Agreements, CCVII is, and the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof CCVII in excess of $100,000 50,000 monthly, $10,000,000 in the aggregate with respect to any individual Contract (or more than $15,000,000 in the aggregate when taken together with any series of related all other Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loan.
Appears in 1 contract
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business CombinationCombination or incidental thereto. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material have an Acquiror Material Adverse Effect. Each of ZF Merger Sub, IDX Merger Sub and IDX Forward Merger Sub were formed solely for the purpose of engaging in the Transactions and the other transactions contemplated by the other Transaction Agreements, have not conducted any business prior to Acquirorthe date hereof and have no assets, liabilities or obligations of any nature other than those incident to their respective formations and pursuant to this Agreement and any other Transaction Agreement to which such entities are a party, as applicable. Acquiror owns, directly or indirectly, all of the issued and outstanding Equity Securities of each of L&F Holdings, ZF Merger Sub, IDX Merger Sub and IDX Forward Merger Sub.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 and the other Transaction Documents Agreements and the transactions contemplated hereby and thereby, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it Agreements, no Acquiror Party is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by any Acquiror after the date hereof Party in excess of $100,000 in the aggregate with respect to any individual Contract (or more than $250,000 in the aggregate when taken together with any series of related all other Contracts.
(d) other than Working Capital Loans. As of the date hereof, there is no liability, debt or obligation owed by Acquiror or its Subsidiaries, except for liabilities, debts or obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of September 30, 2021 or disclosed in the notes thereto, (ii) that have arisen since the date of Acquiror’s consolidated balance sheet as of September 30, 2021 in the ordinary course of the operation of business of Acquiror, or (iii) arising under this AgreementAgreement or the performance by an Acquiror Party of its obligations hereunder, including the Acquiror does not have any Working Capital LoanTransaction Expenses.
Appears in 1 contract
Samples: Business Combination Agreement (L&F Acquisition Corp.)
Business Activities. (a) Since formationits incorporation, Acquiror SPAC has not conducted any business activities other than activities related to AcquirorSPAC’s initial public offering IPO or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents the SPAC Charter or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, there is no agreement, commitment, or Governmental Order binding upon Acquiror or Contract to which Acquiror SPAC is a party which has or would reasonably be expected to have the effect of prohibiting or impairing in any material respect 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except for the transactions contemplated by this Agreement and the other Transaction DocumentsTransactions, 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror SPAC has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except for (i) the Contracts disclosed in Section 4.15(c) of the SPAC Disclosure Letter, this Agreement and the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror SPAC Transaction Expenses, the Overfunding Loans and Working Capital Loans) and contracts (ii) Contracts with the underwriters of AcquirorSPAC’s initial public offeringIPO, Acquiror SPAC is not party to any Contract with any other Person that would require payments by Acquiror SPAC after the date hereof in excess of $100,000 200,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loansaggregate. As of the date of this Agreement, Acquiror does not have any the aggregate amount outstanding under all Overfunding Loans is $5,240,000 and the aggregate amount outstanding under all Working Capital LoanLoans is $380,000.
Appears in 1 contract
Samples: Business Combination Agreement (SK Growth Opportunities Corp)
Business Activities. (a) Since formationits incorporation, Acquiror SPAC has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business CombinationCombination or incidental thereto. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebySPAC Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except have a SPAC Material Adverse Effect. Each of Merger Sub and Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to their respective formations and pursuant to this Agreement and any Transaction Agreement to which such entities are a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. SPAC owns all of the other Transaction Documents, Acquiror issued and outstanding Equity Securities of Merger Sub and Merger Sub II.
(b) 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror neither SPAC nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it agreements expressly contemplated hereby, as of the date hereof, no SPAC Party is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any Person, other Person than (x) engagement agreements with advisors and consultants in connection with activities directed toward the accomplishment of a Business Combination, (y) Contracts filed as exhibits to the SEC Reports prior to the date hereof or (z) Contracts that would require payments by Acquiror after the date hereof in excess of any SPAC Party more than $100,000 in the aggregate when taken together with respect to all other Contracts.
(d) Other than any individual Contract (or officers as described in the aggregate with SEC Reports filed prior to the date hereof, the SPAC Parties do not have any series of related Contractsemployees.
(e) other than Working Capital Loans. As of the date hereof, there is no liability, debt or obligation against SPAC or its Subsidiaries, except for liabilities, debts or obligations (i) reflected or reserved for on SPAC’s consolidated balance sheet as of June 30, 2021 or disclosed in the notes thereto, (ii) that have arisen since the date of SPAC’s consolidated balance sheet as of June 30, 2021 in the ordinary course of the operation of business of SPAC, or (iii) arising under this Agreement, Acquiror does not have any Working Capital LoanAgreement or the performance by a SPAC Party of its obligations hereunder.
Appears in 1 contract
Business Activities. (a) Since formation, Acquiror SPAC has not conducted any business activities other than activities related to AcquirorSPAC’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in AcquirorSPAC’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorSPAC.
(b) Except for the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror SPAC has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except As of the date hereof and except for this Agreement and Agreement, the other Transaction Documents to which it is party Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) expenses and contracts with the underwriters of Acquiror’s initial public offeringfees incurred in connection therewith), Acquiror SPAC is not party to any Contract with any other Person that would require payments by Acquiror SPAC or any of its Subsidiaries after the date hereof in excess of $100,000 500,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loans. As of the date of this Agreementhereof, Acquiror does not have the amount outstanding under any Working Capital LoanLoans is set out in Section 5.17 of the SPAC Disclosure Letter.
Appears in 1 contract
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business CombinationCombination or incidental thereto. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except have an Acquiror Material Adverse Effect. Each of BB Merger Sub and Myx Merger Sub were formed solely for the purpose of engaging in the Transactions, have not conducted any business prior to the date hereof and have no assets, liabilities or obligations of any nature other than those incident to their respective formations and pursuant to this Agreement and any Transaction Agreement to which such entities are a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. Acquiror owns all of the other Transaction Documents, issued and outstanding Equity Securities of each of BB Merger Sub and Myx Merger Sub.
(b) 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including or with respect to Acquiror Transaction Expenses) advisors and contracts consultants in connection with the underwriters of Acquiror’s initial public offeringTransactions (including any agreements permitted by Section 7.02 or as set forth on Schedule 5.09(c)), no Acquiror Party is not and at no time has been, party to any Contract with any other Person that would require payments by any Acquiror after the date hereof Party in excess of $100,000 in the aggregate with respect to any individual Contract (or more than $500,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.02) and Contracts set forth on Schedule 5.09(c)).
(d) As of the date hereof, there is no liability, debt or obligation against Acquiror or its Subsidiaries, except for liabilities, debts or obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of September 30, 2020 or disclosed in the notes thereto, (ii) that have arisen since the date of Acquiror’s consolidated balance sheet as of September 30, 2020 in the ordinary course of the operation of business of Acquiror, (iii) arising under this AgreementAgreement or the performance by an Acquiror Party of its obligations hereunder, including the Acquiror does Transaction Expenses, or (iv) that would not have any Working Capital Loanreasonably be expected to have, individually or in the aggregate, an Acquiror Material Adverse Effect.
Appears in 1 contract
Business Activities. (a) Since formationits inception, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business CombinationCombination or incidental thereto. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material have an Acquiror Material Adverse Effect. Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to Acquirorthe date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Agreement to which Merger Sub is a party and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. Acquiror owns all of the issued and outstanding Equity Securities of Merger Sub.
(b) Except for the transactions contemplated by this Agreement and the other Transaction DocumentsMerger 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations obligations, or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including or with respect to Acquiror Transaction Expenses) advisors and contracts consultants in connection with the underwriters of Acquiror’s initial public offeringTransactions (including any agreements permitted by Section 7.02 or as set forth on Schedule 5.09(c)), no Acquiror Party is not and at no time has been, party to any Contract with any other Person that would require payments by any Acquiror after the date hereof Party in excess of $100,000 200,000 in the aggregate with respect to any individual Contract (or more than $500,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.01(a)) and Contracts set forth on Schedule 5.09(c)).
(d) As of the date hereof, there is no liability, debt or obligation against Acquiror or its Subsidiaries, except for liabilities, debts or obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of June 30, 2021 or disclosed in the notes thereto, (ii) that have arisen since the date of Acquiror’s consolidated balance sheet as of June 30, 2021 in the ordinary course of the operation of business of Acquiror, (iii) arising under this AgreementAgreement or the performance by an Acquiror Party of its obligations hereunder, including the Acquiror does Transaction Expenses, or (iv) that would not have any Working Capital Loanreasonably be expected to have, individually or in the aggregate, an Acquiror Material Adverse Effect.
Appears in 1 contract
Business Activities. (a) Since formationits respective organization, Acquiror neither Holdings, Jersey Merger Sub nor Delaware Merger Sub has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combinationthe Transactions. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebytheir respective Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror Holdings, Jersey Merger Sub or Delaware Merger Sub or to which Acquiror Holdings, Jersey Merger Sub or Delaware Merger Sub is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Holdings, Jersey Merger Sub or Delaware Merger Sub or any acquisition of property by Acquiror Holdings, Jersey Merger Sub or Delaware Merger Sub or the conduct of business by Acquiror Holdings, Jersey Merger Sub or Delaware Merger Sub as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of Holdings, Jersey Merger Sub or Delaware Merger Sub to Acquirorenter into and perform their obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement Jersey Merger Sub, Delaware Merger Sub and the other Transaction DocumentsTransactions, Acquiror Holdings 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 other Transaction Documents and the transactions contemplated hereby and therebyNeither Jersey Merger Sub nor Delaware Merger Sub owns or has a right to acquire, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract interest or transaction which isinvestment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or would reasonably be interpreted as constituting, a Business Combinationother entity.
(c) Except Each of Holdings, Jersey Merger Sub and Delaware Merger Sub was formed solely for the purpose of effecting the Transactions and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and has no, and at all times prior to the Delaware Merger Effective Time except as contemplated by this Agreement and or the other Transaction Documents ancillary agreements to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not will have no, assets, liabilities or obligations of any Working Capital Loankind or nature whatsoever other than those incident to its formation.
Appears in 1 contract
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of Acquiror to Acquirorenter into and perform its obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including with respect to Acquiror Transaction Expensesany agreements permitted by Section 9.03) and contracts with the underwriters of Acquiror’s initial public offeringor as set forth on Schedule 7.09(c), Acquiror is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $10,000 monthly, $100,000 in the aggregate with respect to any individual Contract (or more than $500,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. As of this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 9.03) and Contracts set forth on Schedule 7.09(c)).
(d) There is no liability, debt or obligation against Acquiror or its Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet for the nine months ended September 30, 2018 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 consolidated balance sheet for the nine months ended September 30, 2018 in the ordinary course of the operation of business of the Acquiror and its Subsidiaries (other than any such liabilities as are not and would not be, in the aggregate, material to Acquiror and its Subsidiaries, taken as a whole), (iii) disclosed in the Schedules or (iv) incurred in connection with or contemplated by this Agreement, Acquiror does not have any Working Capital LoanAgreement and/or the Transactions.
Appears in 1 contract
Business Activities. (a) Since formation, Acquiror has not neither Athena or Merger Sub have conducted any business activities other than activities related to AcquirorAthena’s initial public offering or directed toward the accomplishment of a Business Combinationbusiness combination. Except as set forth in AcquirorAthena’s Governing Organizational Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, there is no agreement, commitment, or orders by Governmental Order Authorities binding upon Acquiror Athena or Merger Sub or to which Acquiror Athena or Merger Sub is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Athena or Merger Sub or any acquisition of property by Acquiror Athena or Merger Sub or the conduct of business by Acquiror Athena or Merger Sub as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorAthena or Merger Sub.
(b) Except for Merger Sub and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, Acquiror Athena 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror Athena has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combinationbusiness combination. Except for the transactions contemplated by this Agreement and the Ancillary Agreements, 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.
(c) Except Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and has no, and at all times prior to the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other Transaction Documents documents and transactions contemplated hereby and thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to which it is party its formation.
(d) As of the date hereof and except for this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) expenses and contracts with the underwriters of Acquiror’s initial public offeringfees incurred in connection therewith), Acquiror is not neither Athena nor Merger Sub are party to any Contract or arrangement with any other Person that would require payments by Acquiror Athena or Merger Sub after the date hereof in excess of $100,000 500,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital LoanContract.
Appears in 1 contract
Samples: Business Combination Agreement (Athena Technology Acquisition Corp.)
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except have an Acquiror Impairment Effect. Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. Acquiror owns all of the other Transaction Documents, issued and outstanding shares of Equity Securities of Merger Sub.
(b) 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including with respect to any agreements permitted by Section 7.02) or as set forth on Schedule 5.09(c), no Acquiror Transaction Expenses) Party is and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by any Acquiror after the date hereof Party in excess of $100,000 in the aggregate with respect to any individual Contract or more than $500,000 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 7.02) and Contracts set forth on Schedule 5.09(c)).
(d) There is no liability, debt or obligation against Acquiror or its Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of June 30, 2020 or disclosed in the notes thereto, (ii) that have arisen since the date of Acquiror’s consolidated balance sheet as of June 30, 2020 in the ordinary course of the operation of business of Acquiror, (iii) incurred in connection with or contemplated by this Agreement and/or the Transactions or (iv) that would not reasonably be expected to be, individually or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreementaggregate, Acquiror does not have any Working Capital Loanmaterial to Acquiror.
Appears in 1 contract
Samples: Merger Agreement (Conyers Park II Acquisition Corp.)
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon any Acquiror Party or to which any Acquiror Party is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of any Acquiror Party or any acquisition of property by any Acquiror Party or the conduct of business by any Acquiror Party as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to have a material adverse effect on the ability of any Acquiror Party to enter into and perform its obligations under this Agreement. Each of First Merger Sub and Second Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and will not conduct any business prior to the Closing except for matters incidental to engaging in the Transactions, and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Agreement to which it is or will be material to Acquirora party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.
(b) Except for the transactions contemplated by this Agreement First Merger Sub and the other Transaction DocumentsSecond Merger Sub, Acquiror does not own own, or have a any 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including any agreements permitted by Section 8.03), Contracts with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringcounsel, accountants, financial advisors, and consultants related to the Transactions or as set forth on Section 6.09(c) of the Acquiror is not Disclosure Letter, no Acquiror Party is, and at no time has been, party to any Contract with any other Person that would require payments by any Acquiror after the date hereof Party in excess of $50,000 monthly, $100,000 in the aggregate with respect to any individual Contract or more than $500,000 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 8.03), Contracts with counsel, accountants, financial advisors, and consultants related to the Transactions and Contracts set forth on Section 6.09(c) of the Acquiror Disclosure Letter).
(d) There is no Indebtedness of or claim or judgment against the Acquiror or any of its Subsidiaries, except for those (i) reflected or reserved for on Acquiror’s consolidated balance sheet for the three months ended March 31, 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 its Subsidiaries, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the three months ended March 31, 2021 in the ordinary course of the operation of business of Acquiror and its Subsidiaries (other than any such liabilities as are not and would not be, in the aggregate, material to Acquiror and its Subsidiaries, taken as a whole), (iii) disclosed in the Acquiror Disclosure Letter or (iv) incurred in connection with or contemplated by this Agreement and/or the Transactions.
(e) Since March 31, 2021, (a) there has not been any event or occurrence that has had, or would not reasonably be expected to have, individually or in the aggregate with any series of related Contracts) other than Working Capital Loans. As aggregate, a material adverse effect on the ability of the date Acquiror to enter into and perform its obligations under this Agreement and (b) except as set forth in Section 6.09(e) of this Agreementthe Acquiror Disclosure Letter, the Acquiror does not have any Working Capital Loanhas, in all material respects, conducted its business and operated its properties in the ordinary course of business consistent with past practice.
Appears in 1 contract
Samples: Merger Agreement (DFP Healthcare Acquisitions Corp.)
Business Activities. (a) Since formation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except for Merger Sub and the transactions contemplated by this Agreement and the other Transaction Ancillary Documents, Acquiror Holdco 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 other Transaction Ancillary Documents and the transactions contemplated hereby and thereby, Acquiror Holdco has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) business combination. Except for the transactions contemplated by this Agreement and the Ancillary Documents, 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 Transaction entity.
(b) Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and has no, and at all times prior to the VIH Merger Effective Time, except as expressly contemplated by this Agreement, the Ancillary Documents to which it is party and the other documents and transactions contemplated hereby and thereby thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its incorporation. Neither Holdco nor Merger Sub (i) has paid any employees or (ii) maintains, sponsors, contributes to, or otherwise has any liability under any employee benefit plan. Neither the execution and delivery of this Agreement or the other Ancillary documents nor the consummation of the transactions contemplated hereby will: (x) result in any payment (including with respect to Acquiror Transaction Expensesseverance, unemployment compensation, golden parachute, bonus or otherwise) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not party becoming due to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess director, officer, manager or employee of $100,000 Holdco or Merger Sub; or (y) result in the aggregate acceleration of the time of payment or besting of any such benefits. Neither Holdco nor Merger Sub have unsatisfied material liability with respect to any individual Contract (director or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loanofficer.
Appears in 1 contract
Samples: Business Combination Agreement (VPC Impact Acquisition Holdings II)
Business Activities. (a) Since formationits incorporation, Acquiror LOKB has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combinationbusiness combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyLOKB Organizational Documents, there is no agreement, commitment, commitment or Governmental Order binding upon Acquiror LOKB or to which Acquiror LOKB is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror LOKB or any acquisition of property by Acquiror LOKB or the conduct of business by Acquiror LOKB as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be material to Acquirorhave a LOKB Material Adverse Effect.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror LOKB 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror LOKB has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combinationbusiness combination as such term is used in the Organizational Documents of LOKB.
(c) Except for (i) this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby hereby, (including ii) with respect to Acquiror Transaction Expensesfees and expenses of LOKB’s legal, financial and other advisors and (iii) any loan from the Sponsor or an affiliate thereof or certain of LOKB’s officers and contracts directors to finance LOKB’s transaction costs in connection with the underwriters of Acquiror’s initial public offeringTransactions or other expenses unrelated to the Transactions, Acquiror LOKB is not not, and at no time has been, party to any Contract contract with any other Person person that would require payments by Acquiror after the date hereof LOKB in excess of $100,000 1,000,000 in the aggregate with respect to any individual Contract contract or when taken together with all other contracts (other than this Agreement and the agreements expressly contemplated hereby).
(d) There is no liability, debt or obligation against LOKB or its subsidiaries, except for (i) liabilities and obligations (x) reflected or reserved for on LOKB’s balance sheet from the period from August 12, 2020 through December 7, 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 LOKB and its subsidiaries, taken as a whole) or (y) that have arisen since the date of such balance sheet in the ordinary course of business of LOKB and its subsidiaries or (ii) any loan from the Sponsor or an affiliate thereof or certain of LOKB’s officers and directors to finance LOKB’s transaction costs in connection with the Transactions or other expenses unrelated to the Transactions.
(e) Since its formation, 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 order of any Governmental Authority 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, individually or in the aggregate with aggregate, which have not had and would not reasonably be expected to have a LOKB Material Adverse Effect.
(f) Merger Sub does not own or have a right to acquire, directly or indirectly, any series 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 related Contracts) effecting 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 Working Capital Loans. As of those incident to its formation and the date of this Agreement, Acquiror does not have any Working Capital LoanTransactions.
Appears in 1 contract
Samples: Business Combination Agreement (Live Oak Acquisition Corp II)
Business Activities. (a) Since formationits incorporation, Acquiror Quantum has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyQuantum Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror Quantum or to which Acquiror Quantum is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Quantum or any acquisition of property by Acquiror Quantum or the conduct of business by Acquiror Quantum as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be material to Acquirorhave a Quantum Material Adverse Effect.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror Quantum does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) Equity Securities in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror neither Quantum nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) As of the date hereof, Section 7.09(c) of the Quantum Disclosure Letter sets forth each Contract to which Quantum is a party or otherwise bound. Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) any agreements permitted by Section 9.01), Quantum is not, and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that (i) would require payments by Acquiror after the date hereof Quantum in excess of $100,000 in the aggregate when taken together with respect all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 9.01) or (ii) grants to any individual Contract Person any non-competition, non-solicitation, no-hire or similar restrictive covenant provisions imposed on Quantum.
(d) There is no liability, debt or obligation of or claim or judgment against Quantum or any of its Subsidiaries (whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due), except for liabilities and obligations (i) reflected or reserved for on Quantum’s consolidated balance sheet for the three-months ended March 31, 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 Quantum and its Subsidiaries, taken as a whole), (ii) that have arisen since the date of Quantum’s consolidated balance sheet for the three-months ended March 31, 2021 in the ordinary course of the operation of business of Quantum and its Subsidiaries (other than any such liabilities as are not and would not be, in the aggregate, material to Quantum and its Subsidiaries, taken as a whole), (iii) disclosed in the Quantum Disclosure Letter or (iv) incurred in connection with or contemplated by this Agreement or the Transactions.
(e) Since February 4, 2021, (i) there has not been any event or occurrence that has had, or would not reasonably be expected to have, individually or in the aggregate with any series of related Contractsaggregate, a Quantum Material Adverse Effect and (ii) other than Working Capital Loans. As except as set forth in Section 7.09(e) of the date Quantum Disclosure Letter, Quantum has, in all material respects, conducted its business and operated their properties in the ordinary course of this Agreement, Acquiror does not have any Working Capital Loanbusiness consistent with past practice.
Appears in 1 contract
Samples: Merger Agreement (Quantum FinTech Acquisition Corp)
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon any Acquiror Party or to which any Acquiror Party is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of any Acquiror Party or any acquisition of property by any Acquiror Party or the conduct of business by any Acquiror Party as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of any Acquiror Party to Acquiror.
(b) Except enter into and perform its obligations under this Agreement. Each of First Merger Sub and Second Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and will not conduct any business prior to the Closing except for matters incidental to engaging in the Transactions, and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Agreement to which it is or will be a party, as applicable, and the other transactions contemplated by this Agreement and the other such Transaction DocumentsAgreements, as applicable.
(b) No Acquiror does not own 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 and the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including with respect to any agreements permitted by Section 8.03) or as set forth on Section 6.09(c) of the Acquiror Transaction Expenses) Disclosure Letter, no Acquiror Party is, and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by any Acquiror after the date hereof Party in excess of $10,000 monthly, $100,000 in the aggregate with respect to any individual Contract or more than $500,000 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 8.03) and Contracts set forth on Section 6.09(c) of the Acquiror Disclosure Letter).
(d) There is no liability, debt or obligation of or claim or judgment against the Acquiror or any of its Subsidiaries (whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due), except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet for the nine months 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 its Subsidiaries, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the nine months ended September 30, 2020 in the ordinary course of the operation of business of Acquiror and its Subsidiaries (other than any such liabilities as are not and would not be, in the aggregate, material to Acquiror and its Subsidiaries, taken as a whole), (iii) disclosed in the Acquiror Disclosure Letter or (iv) incurred in connection with or contemplated by this Agreement and/or the Transactions.
(e) Since June 8, 2020, (a) there has not been any event or occurrence that has had, or would not reasonably be expected to have, individually or in the aggregate with any series of related Contracts) other than Working Capital Loans. As aggregate, a material adverse effect on the ability of the date Acquiror to enter into and perform its obligations under this Agreement and (b) except as set forth in Section 6.09(e) of this Agreementthe Acquiror Disclosure Letter, the Acquiror does not have any Working Capital Loanhas, in all material respects, conducted its business and operated their properties in the ordinary course of business consistent with past practice.
Appears in 1 contract
Samples: Merger Agreement (Hudson Executive Investment Corp.)
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination (including the Initial Business Combination) and, if applicable, the operation of the business acquired in the Initial Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effectseffects which have not had and would not reasonably be expected to have, individually or in the aggregate, which have not been a material adverse effect on the ability of Acquiror to enter into and would not reasonably be expected to be material to Acquirorperform its obligations under this Agreement.
(b) Except As of the Agreement Date, there is no liability, debt or obligation against Acquiror or its Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet for the transactions 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 its Subsidiaries, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the quarterly period ended June 30, 2020 in the ordinary course of the operation of business of Acquiror and its Subsidiaries (other than any such liabilities as are not and would not be, in the aggregate, material to Acquiror and its Subsidiaries, taken as a whole), (iii) disclosed in the Acquiror Disclosure Schedules, (iv) incurred in connection with or contemplated by this Agreement and and/or the other Transaction Documents, Acquiror does not own Transactions or have a right (v) incurred in connection with or contemplated by any agreement related 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Initial Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loan.
Appears in 1 contract
Business Activities. (a) Since formation, neither Acquiror has not or Merger Sub have conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, 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 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 Share Exchange Closing, other than such effectseffects which does not have or would not have, or would not reasonably be expected to have, individually or in the aggregate, which have not been a material adverse effect on the ability of Acquiror or Merger Sub to enter into and would not reasonably be expected to be material to Acquirorperform their obligations under this Agreement.
(b) Except for Merger Sub and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination. Except for the transactions contemplated by this Agreement and the Ancillary Agreements, 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.
(c) Except Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and has no, and at all times prior to the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other Transaction Documents documents and transactions contemplated hereby and thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to which it is party its formation.
(d) As of the date hereof and except for this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to expenses and fees incurred in connection therewith), neither Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror nor Merger Sub is not 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 $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loans. As .
(e) Neither Acquiror nor any controlled Affiliate of Acquiror has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials, employees or political parties or campaigns, (iii) violated any provision of the date Foreign Corrupt Practices Act or (iv) made any other unlawful payment. Neither Acquiror nor any director, officer, agent or employee of this AgreementAcquiror (nor any Person acting on behalf of any of the foregoing, but solely in his or her capacity as a director, officer, employee or agent of Acquiror) has, since Acquiror’s initial public offering, directly or indirectly, given or agreed to give any gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder Acquiror does or assist Acquiror in connection with any actual or proposed transaction, which, if not have given or continued in the future, would reasonably be expected to (x) adversely affect the business of Acquiror and (y) subject Acquiror to suit or penalty in any Working Capital Loanprivate or governmental Action.
Appears in 1 contract
Samples: Merger Agreement (Growth for Good Acquisition Corp)
Business Activities. (a) Since formationits incorporation, Acquiror SPAC has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business CombinationCombination or incidental thereto. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebySPAC Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material have a SPAC Material Adverse Effect. Each of New Pubco and DTRT Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to Acquirorthe date hereof and has no assets, liabilities or obligations of any nature other than those incident to its respective formation and pursuant to this Agreement and any other Transaction Agreement to which such entity is a party, the Transactions and the other transactions contemplated by such other Transaction Agreements.
(b) Except for SPAC owns all of the transactions contemplated by this Agreement issued and outstanding Equity Securities of New Pubco and New Pubco owns all of the other Transaction Documentsissued and outstanding Equity Securities of DTRT Merger Sub, Acquiror and SPAC does not otherwise 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror neither SPAC nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it Agreements, as of the date hereof, none of the SPAC Parties is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any Person, other Person than (x) engagement agreements with advisors and consultants in connection with activities directed toward the accomplishment of a Business Combination, (y) Contracts filed as exhibits to the SEC Reports prior to the date hereof or (z) Contracts that would require payments by Acquiror after the date hereof in excess any SPAC Party of no more than $100,000 in the aggregate when taken together with respect to all other Contracts.
(d) Other than any individual Contract (or officers as described in the aggregate with SEC Reports filed prior to the date hereof, none of the SPAC Parties has any series of related Contractsemployees.
(e) other than Working Capital Loans. As of the date hereof, there is no liability, debt or obligation against SPAC or its Subsidiaries, except for liabilities, debts or obligations (i) reflected or reserved for on SPAC’s consolidated balance sheet as of June 30, 2022 or disclosed in the notes thereto, (ii) that have arisen since the date of SPAC’s consolidated balance sheet as of June 30, 2022 in the ordinary course of the operation of business of SPAC, or (iii) arising under this Agreement, Acquiror does not have any Working Capital LoanAgreement or the performance by a SPAC Party of its obligations hereunder.
Appears in 1 contract
Business Activities. (a) Since formationits incorporation, Acquiror AAC has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAAC Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror AAC or to which Acquiror AAC is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror AAC or any acquisition of property by Acquiror AAC or the conduct of business by Acquiror AAC as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of AAC to Acquirorenter into and perform its obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror AAC 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 the AAC Parties and for the transactions contemplated by this Agreement. Except for this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror neither AAC nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities Liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) There is no liability, debt or obligation against AAC or its Subsidiaries, except for Liabilities and obligations (i) reflected or reserved for on AAC’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 AAC and its Subsidiaries, taken as a whole), (ii) that have arisen since December 31, 2020 in the ordinary course of the operation of business of AAC and its Subsidiaries (other than any such Liabilities as are not and would not be, in the aggregate, material to AAC and its Subsidiaries, taken as a whole), (iii) disclosed in the AAC Schedules, or (iv) incurred in connection with or contemplated by this Agreement and/or the Transactions.
(d) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby or as set forth on Schedule 6.10(d) of the AAC Schedules, AAC is, and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof AAC in excess of $100,000 10,000 monthly, $500,000 in the aggregate with respect to any individual Contract (or more than $1,000,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. As this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 8.02) and Contracts set forth on Schedule 6.10(d) of the date of this Agreement, Acquiror does not have any Working Capital LoanAAC Schedules).
Appears in 1 contract
Samples: Business Combination Agreement (Austerlitz Acquisition Corp I)
Business Activities. (a) Since formationits incorporation, Acquiror SPAC has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebySPAC Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of SPAC to Acquirorenter into and perform its obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror has no material SPAC does not have any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) There is no liability, debt or obligation against the SPAC, except for liabilities and obligations (i) reflected or reserved for on SPAC’s SEC Reports 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 SPAC), (ii) that have arisen since the date of the most recent balance sheet included in the SPAC’s SEC Reports in the ordinary course of the operation of business of SPAC (other than any such liabilities as are not and would not be, in the aggregate, material to SPAC), (iii) disclosed in the Schedules or (iv) incurred in connection with or contemplated by this Agreement and/or the Transactions.
(d) Except for this Agreement and the other Transaction Documents to which it agreements expressly contemplated hereby, SPAC is party not, and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof SPAC in excess of $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loanmonthly.
Appears in 1 contract
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business CombinationCombination or incidental thereto. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except have an Acquiror Material Adverse Effect. Blossom Merger Sub and Blossom Merger Sub II each was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to their respective formations and pursuant to this Agreement and any Transaction Agreement to which such entities are a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. Acquiror owns all of the other Transaction Documents, issued and outstanding Equity Securities of Blossom Merger Sub.
(b) 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including or with respect to Acquiror Transaction Expenses) advisors and contracts consultants in connection with the underwriters of Acquiror’s initial public offeringTransactions (including any agreements permitted by Section 7.02 or as set forth on Schedule 5.09(c)), no Acquiror Party is not and at no time has been, party to any Contract with any other Person that would require payments by any Acquiror after the date hereof Party in excess of $100,000 in the aggregate with respect to any individual Contract (or more than $500,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.02) and Contracts set forth on Schedule 5.09(c)).
(d) As of the date hereof, there is no liability, debt or obligation against Acquiror or its Subsidiaries, except for 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, (ii) that have arisen since the date of Acquiror’s consolidated balance sheet as of December 31, 2020 in the ordinary course of the operation of business of Acquiror, (iii) arising under this AgreementAgreement or the performance by an Acquiror Party of its obligations hereunder, including the Acquiror does Transaction Expenses, or (iv) that would not have any Working Capital Loanreasonably be expected to have, individually or in the aggregate, an Acquiror Material Adverse Effect.
Appears in 1 contract
Business Activities. (a) Since their respective dates of formation, Acquiror has not neither Parent nor Merger Sub have conducted any business activities other than activities related to AcquirorParent’s initial public offering offering, the filing of Parent SEC Filings or directed toward the accomplishment of a Business Combination. Except as set forth in AcquirorParent’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror Parent or Merger Sub or to which Acquiror Parent or Merger Sub is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Parent or Merger Sub or any acquisition of property by Acquiror Parent or Merger Sub or the conduct of business by Acquiror Parent or Merger Sub as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effectseffects which have not had and would not reasonably be expected to have, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorParent Material Adverse Effect.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror Parent has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and has no, and at all times prior to the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other Transaction Documents documents and transactions contemplated hereby and thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to which it is party its formation.
(d) As of the date hereof and except for this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expensesexpenses and fees incurred in connection therewith) and contracts with or any liabilities or Contracts that are disclosed in or are exhibits to the underwriters of Acquiror’s initial public offeringParent SEC Filings, Acquiror is not neither Parent nor Merger Sub are party to any Contract with any other Person that (i) would require payments by Acquiror Parent or Merger Sub after the date hereof in excess of $100,000 50,000 in the aggregate or could reasonably be expected to result in the payment by Parent or Merger Sub of more than $50,000, (ii) may not be cancelled by Parent on less than 30 days’ prior written notice without payment of a material penalty or termination fee, (iii) could prohibit, prevent, restrict or impair in any material respect any business practice of the Company as its business is currently conducted or the Company from competing with any other Person or (iv) is otherwise material to Parent with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loans. As of with respect to the date of this Agreement, Acquiror does not have any Working Capital LoanParent Transaction Expenses.
Appears in 1 contract
Business Activities. (a) Since formationits incorporation, no Acquiror Party has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon any Acquiror Party or to which any Acquiror Party is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of any Acquiror Party or any acquisition of property by any Acquiror Party or the conduct of business by any Acquiror Party as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except have an Acquiror Material Adverse Effect. Each of Merger Sub I and Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has and will have no assets, liabilities or obligations of any nature other than those incident to their respective formations and pursuant to this Agreement and any Transaction Agreement to which such entities are a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. Acquiror directly owns all of the other Transaction Documents, issued and outstanding Equity Securities of each of Merger Sub I and Merger Sub II.
(b) No Acquiror does not own 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 and the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including or with respect to Acquiror Transaction Expenses) advisors and contracts consultants in connection with the underwriters of Acquiror’s initial public offeringTransactions (including any agreements permitted by Section 7.02 or as set forth on Schedule 5.10(c)), no Acquiror Party is not and at no time has been, party to any Contract with any other Person that would require payments by any Acquiror after the date hereof Party in excess of $100,000 in the aggregate with respect to any individual Contract (or more than $500,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.02) and Contracts set forth on Schedule 5.10(c)).
(d) As of the date hereof, there is no liability, debt or obligation against Acquiror or its Subsidiaries, except for liabilities, debts or obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of September 30, 2020, or disclosed in the notes or schedules thereto, (ii) that have arisen since the date of Acquiror’s consolidated balance sheet as of September 30, 2022 in the ordinary course of the operation of business of Acquiror, (iii) arising under this AgreementAgreement or the performance by an Acquiror Party of its obligations hereunder or (iv) that would not reasonably be expected to have, individually or in the aggregate, an Acquiror does not have any Working Capital LoanMaterial Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Forest Road Acquisition Corp. II)
Business Activities. (a) Since formationits organization, Acquiror other than as described in the 7GC SEC Reports, 7GC has not conducted any material business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combinationbusiness combination. Except as set forth in Acquiror’s the 7GC Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyDocuments, there is no agreement, commitmentContract, or Governmental Order binding upon Acquiror 7GC or to which Acquiror 7GC is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror 7GC or any acquisition of property by Acquiror 7GC or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Share Exchange Closingconducted, other than such effects, individually or in the aggregate, which have not been are not, and would not reasonably be expected to be material to Acquirorbe, have a 7GC Material Adverse Effect.
(ba) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and therebyby this Agreement, Acquiror 7GC has no material interests, rights, obligations or liabilities Liabilities with respect to, and 7GC is not party to or to, bound by, and does not have by nor are any of its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination7GC Competing Transaction.
(b) Other than pursuant to this Agreement, neither 7GC nor any Merger Sub is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.
(c) Except for this Agreement Other than any 7GC’s officers and directors, 7GC and the other Transaction Documents to which it is party Merger Subs do not employ and the other documents have never employed any employees. Other than reimbursement of any out-of-pocket expenses incurred by 7GC’s officers and transactions contemplated hereby and thereby (including directors in connection with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiroractivities on 7GC’s initial public offeringbehalf, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 in the aggregate 7GC has no unsatisfied material liability with respect to any individual Contract (employee, officer or in director. 7GC and the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this AgreementMerger Subs have never and do not currently maintain, Acquiror does not sponsor, contribute to or have any Working Capital Loandirect or material liability under any Employee Benefit Plan.
Appears in 1 contract
Business Activities. (a) Since formationThe Issuers will not, Acquiror has and will not conducted permit any Restricted Subsidiary to, engage in any business activities other than activities related Permitted Businesses, except to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except such extent as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquirorthe Issuers and their Restricted Subsidiaries taken as a whole.
(b) Except SFC will not hold any material assets or become liable for any Obligations or engage in any business activities; provided that SFC may be a co-obligor of the transactions contemplated Notes (including any Additional Notes) pursuant to the terms of this Indenture, a borrower or guarantor pursuant to the terms of the Credit Agreement or a co-obligor on other Indebtedness of the Company permitted under this Indenture if the Company is an obligor of such Indebtedness and the net proceeds of such Indebtedness are received by this the Company or one or more of the Company’s Restricted Subsidiaries other than SFC. SFC may, as necessary, engage in any activities directly related to or necessary in connection with serving as a co-obligor of the Notes, a borrower or guarantor pursuant to the terms of the Credit Agreement and the a co-obligor on such other Transaction Documents, Acquiror does Indebtedness. The Company will not own sell or have a right to acquireotherwise dispose of any of its Equity Interests in SFC and will not permit SFC, directly or indirectly, to issue or sell or otherwise dispose of 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and does not have of its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business CombinationEquity Interests.
(c) Except for this Holdings shall not conduct or engage in any business or hold or acquire any assets other than
(1) the ownership of Capital Stock of the Company and any activities directly related to such ownership;
(2) the performance of its obligations under and in connection with its Note Guarantee, the Credit Agreement and the any other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including Indebtedness with respect to Acquiror Transaction Expenses) which the Company is an obligor and contracts with the underwriters proceeds of Acquiror’s initial public offering, Acquiror is not party to any Contract with any other Person that would require payments which are received by Acquiror after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract (Company or in the aggregate with any series of related Contracts) other than Working Capital Loans. As one or more of the date Company’s Restricted Subsidiaries; or
(3) the undertaking of this Agreementany actions required by law, Acquiror does not have any Working Capital Loanregulation or order, including to maintain its existence.
Appears in 1 contract
Samples: Indenture (Susser Holdings CORP)
Business Activities. (a) Since formationits incorporation, Acquiror Trebia has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyTrebia Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror Trebia or to which Acquiror Trebia is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Trebia or any acquisition of property by Acquiror Trebia or the conduct of business by Acquiror Trebia as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be material to Acquirorhave a Trebia Material Adverse Effect.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror Trebia 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 the Trebia Parties and for the transactions contemplated by this Agreement. Except for this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror neither Trebia nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities Liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) There is no liability, debt or obligation against Trebia or its Subsidiaries, except for Liabilities and obligations (i) reflected or reserved for on Trebia’s consolidated balance sheet as of 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 the Trebia Parties), (ii) that have arisen since September 30, 2020 in the ordinary course of the operation of business of the Trebia Parties (other than any such Liabilities as are not and would not be, in the aggregate, material to the Trebia Parties), (iii) disclosed in the Disclosure Schedules or (iv) incurred in connection with or contemplated by this Agreement and/or the Transactions. All debts and liabilities, fixed or contingent, which should be included under U.S. GAAP on a balance sheet are included in the Trebia Financial Statements.
(d) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby or as set forth on Section 7.10(d) of the Disclosure Schedules, Trebia is, and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof Trebia in excess of $100,000 10,000 monthly, $500,000 in the aggregate with respect to any individual Contract (or more than $1,000,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. As this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 11.02) and Contracts set forth on Section 7.10(d) of the date of this Agreement, Acquiror does not have any Working Capital LoanDisclosure Schedules).
Appears in 1 contract
Samples: Business Combination Agreement (Trebia Acquisition Corp.)
Business Activities. (a) Since formationits incorporation, Acquiror Thunder Bridge has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyThunder Bridge Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror Thunder Bridge or to which Acquiror Thunder Bridge is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Thunder Bridge or any acquisition of property by Acquiror Thunder Bridge or the conduct of business by Acquiror Thunder Bridge as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be material to Acquirorhave a Thunder Bridge Material Adverse Effect.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror Thunder Bridge 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror neither Thunder Bridge nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Section 8.09(c) of the Thunder Bridge Disclosure Letter sets forth each Contract to which Thunder Bridge is a party or otherwise bound as of the date hereof. Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) any agreements permitted by Section 10.01), Thunder Bridge is not, and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that (i) would require payments by Acquiror after the date hereof Thunder Bridge in excess of $100,000 in the aggregate when taken together with respect all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 10.01)) or (ii) grants to any individual Contract Person any non-competition, non-solicitation, no-hire or similar restrictive covenant provisions imposed on Thunder Bridge.
(d) There is no liability, debt or obligation of or claim or judgment against Thunder Bridge or any of its Subsidiaries (whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due), except for liabilities and obligations (i) reflected or reserved for on Thunder Bridge’s condensed balance sheet as of September 30, 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 Thunder Bridge and its Subsidiaries, taken as a whole), (ii) that have arisen since the date of Thunder Bridge’s condensed balance sheet as of September 30, 2021 in the ordinary course of the operation of business of Thunder Bridge and its Subsidiaries (other than any such liabilities as are not and would not be, in the aggregate, material to Thunder Bridge and its Subsidiaries, taken as a whole), (iii) disclosed in the Thunder Bridge Disclosure Letter or (iv) incurred in connection with or contemplated by this Agreement or the Transactions.
(e) Since June 29, 2021, (i) there has not been any event or occurrence that has had, or would not reasonably be expected to have, individually or in the aggregate with any series of related Contractsaggregate, a Thunder Bridge Material Adverse Effect and (ii) other than Working Capital Loans. As except as set forth in Section 8.09(e) of the date Thunder Bridge Disclosure Letter, Thunder Bridge has, in all material respects, conducted its business and operated their properties in the ordinary course of this Agreement, Acquiror does not have any Working Capital Loanbusiness consistent with past practice.
Appears in 1 contract
Samples: Business Combination Agreement (Thunder Bridge Capital Partners IV, Inc.)
Business Activities. (a) Since formation, Acquiror has The Borrowers shall not conducted engage in any business activities or activity other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth out in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) Section 3.15. Neither Borrower shall engage in any corporationmerger, partnershipconsolidation, joint ventureamalgamation or similar transaction, business, trust or other entity. Except for this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not party to any Contract with any other person, or convey, transfer or lease all or substantially all of its assets to any other Person that would require payments whether by Acquiror after way of reorganization, reconstruction, consolidation, merger, transfer, sale or otherwise (which successor Person is in each such case referred to as the date hereof “Successor”) unless in excess each case:
(i) the Lender has been provided with written notice of $100,000 such proposed transaction at least 30 days prior to the occurrence thereof or such shorter period as the Lender may accept, acting reasonably;
(ii) no Default or Event of Default exists and no Default or Event of Default will arise as a result of such transaction;
(iii) the Successor is organized and exists under the laws of Canada or any province thereof and is Controlled by Brookfield, an Affiliate of Brookfield or a combination thereof;
(iv) the Successor is a single purpose entity and can comply with the Special Purpose Provisions;
(v) such proposed transaction complies with all applicable Laws or is otherwise not in contravention thereof;
(vi) the Lender has been provided with an updated organizational and ownership chart reflecting such proposed transaction;
(vii) the validity, enforceability, effect and ranking of the Security Agreements shall not be adversely affected by the consummation of the proposed transaction, as determined by the Lender (on the advice of its counsel);
(viii) prior to or contemporaneously with the consummation of such transaction, the Successor shall have executed such instruments and delivered such confirmations, certificates and other documents requested by and acceptable to the Lender, acting reasonably, to establish the enforceability of the Margin Loan Documentation and the continuation of the Obligations;
(ix) the Lender shall have been provided with opinions of counsel consistent with the opinions delivered on the Original Closing Date;
(x) the Successor shall have delivered such other agreements, instruments and documents as may be necessary or required, in the aggregate with respect opinion of counsel to any individual Contract (or the Lender, to preserve the Liens in the aggregate with any series of related Contracts) other than Working Capital Loans. As favour of the date Lender and the rights of the Lender as a consequence of such transaction; and
(xi) the Lender shall have received all documentation and other information requested by the Lender and required by bank regulatory authorities under applicable “know your customer” laws and Anti-Terrorism Laws and the Lender’s internal policies. Upon completion of a transaction permitted by this AgreementSection 6.03, Acquiror does not have any Working Capital Loaneach Successor to a Borrower will become a “Borrower” hereunder, entitled to exercise every right and power of a Borrower hereunder with the same effect as if such Successor had been named as a Borrower and the predecessor Borrower will be released from its obligations under the Margin Loan Documentation (except to the extent that each Successor is a successor by amalgamation of such Borrower).
Appears in 1 contract
Samples: Margin Loan Agreement (Brookfield Asset Management Inc.)
Business Activities. (a) Since formation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror or as currently conducted or as contemplated to be conducted as of the Share Exchange Merger Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except for the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination (other than confidentiality agreements, term sheets, letters of intent or other customary agreements entered into in connection with review of potential initial business combinations conducted by Acquiror, in each case which were entered into prior to the date hereof and which do not contain binding terms with respect to liabilities or obligations to effect a Business Combination).
(c) Except As of the date hereof and except for this Agreement and Agreement, the other Transaction Documents to which it is party Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) expenses and contracts with the underwriters of Acquiror’s initial public offeringfees incurred in connection therewith), Acquiror is not a 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 $100,000 500,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loan.
Appears in 1 contract
Samples: Business Combination Agreement (Cohn Robbins Holdings Corp.)
Business Activities. (a) Since formation, Acquiror the SPAC has not conducted any business activities other than activities related to Acquiror’s initial public offering the IPO or directed toward the accomplishment of a Business Combination. Except as set forth in Acquirorthe SPAC’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby Transactions and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror the SPAC or to which Acquiror the SPAC is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror the SPAC or any acquisition of property by Acquiror the SPAC or the conduct of business by Acquiror the SPAC as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, effects which have not been and would not reasonably be expected to be material to Acquirormaterially and adversely affect the SPAC.
(b) Except for the transactions contemplated by this Agreement and Transactions, the other Transaction Documents, Acquiror SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) Investment in any corporation, partnership, joint venture, business, trust or other entityEntity. Except for this Agreement and the other Transaction Documents and the transactions Transactions contemplated hereby and thereby, Acquiror the SPAC has no material interests, rights, obligations or liabilities Liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) TMT Merger Sub has not engaged in any business activities or conducted any operations other than incident to the Transactions and has no, and at all times prior to the Effective Time, will have no, assets, liabilities or obligations of any kind or nature whatsoever.
(d) Schedule 4.20 lists all material Contracts, oral or written to which the SPAC is a party or by which the SPAC’s assets are bound as of the date hereof, other than those Contracts that are included in the SPAC SEC Filings and are available in full without redaction on the SEC’s EXXXX database.
(e) Except for this Agreement as set forth on Schedule 4.20 or in the SPAC SEC Filings, there are no Contracts, transactions, arrangements or understandings (i) between the SPAC, on the one hand, and the other Transaction Documents to which it is party and Sponsor, any Affiliate of the Sponsor, any Affiliate of the SPAC, or any director, officer, employee, or beneficial shareholder of the SPAC, on the other documents hand, or (ii) between any owner of the SPAC Ordinary Shares issued prior to the SPAC’s IPO, or an Affiliate thereof, and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after relating to the date hereof in excess transfer of $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loansuch SPAC Ordinary Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TMT Acquisition Corp.)
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in the Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyOrganizational Documents, there is no agreement, commitment, Contract or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except have an Acquiror Impairment Effect. Merger Subs were formed solely for the purpose of engaging in the Transactions, have not conducted any business and have no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which any Merger Sub is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. Acquiror owns all of the other Transaction Documents, issued and outstanding Equity Securities of Merger Subs.
(b) Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporationcorporation (other than Merger Sub 1), limited liability company (other than Merger Sub 2), partnership, joint venture, business, trust or other entity. Except for this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, no Acquiror Party has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and Agreements or as incurred in connection with or expressly contemplated by this Agreement and/or the other documents and transactions contemplated hereby and thereby (Transactions, including with respect to professional fees for legal and accounting advisors incurred by any Acquiror Transaction Expenses) and contracts Party in connection with the underwriters of Acquiror’s initial public offeringTransactions, no Acquiror is not Party is, and at no time has been, 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 $100,000 300,000 in the aggregate with respect to any individual Contract aggregate.
(or in the aggregate with any series of related Contractsd) other than Working Capital Loans. As of the date of this Agreementhereof, Acquiror does has no liabilities or obligations, except for liabilities or obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31, 2020 or disclosed in the notes thereto, (ii) that have arisen since the date of Acquiror’s consolidated balance sheet as of December 31, 2020 in the ordinary course of the operation of business of Acquiror, (iii) incurred in connection with or contemplated by this Agreement or the Transactions, including with respect to professional fees for legal and accounting advisors incurred by any Acquiror Party in connection with the Transactions; or (iv) which would not be, or would not reasonably be expected to be, material to Acquiror or have any Working Capital Loanan Acquiror Impairment Effect.
Appears in 1 contract
Business Activities. (a) Since formationits incorporation, Acquiror the SPAC has not conducted any business activities other than activities related to Acquiror’s initial public offering the IPO or directed toward the accomplishment of a Business CombinationCombination (as such term is defined in the SPAC Charter). Except as set forth in Acquiror’s Governing Documents the SPAC Charter or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAdditional Agreements (including the Transactions), there is no agreement, commitment, or Governmental Order binding upon Acquiror or Contract to which Acquiror the SPAC is a party which has or would reasonably be expected to have the effect of prohibiting or impairing in any material respect any business practice of Acquiror the SPAC or any acquisition of property by Acquiror the SPAC or the conduct of business by Acquiror the SPAC as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except for the transactions contemplated by this Agreement and Transactions, the other Transaction Documents, 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 other Transaction Documents Additional Agreements and the transactions contemplated hereby and thereby, Acquiror the SPAC has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except as set forth in Section 5.14 of the SPAC Disclosure Letter and except for this Agreement and the other Transaction Documents Additional Agreements to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror SPAC Transaction Expenses) ), any promissory note or agreements it may enter into to pay for SPAC Transaction Expenses and contracts Contracts with the underwriters of Acquiror’s initial public offeringthe IPO, Acquiror the SPAC is not party to any Contract with any other Person that would require payments by Acquiror the SPAC after the date hereof in excess of $US$100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loanaggregate.
Appears in 1 contract
Samples: Merger Agreement (Iron Spark I Inc.)
Business Activities. (a) Since formationits organization, Acquiror other than as described in the Buyer SEC Documents, the Buyer has not conducted any material business activities other than activities related to Acquirorthe Buyer’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s the Buyer Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyDocuments, there is no agreementContract, commitment, or Governmental Order binding upon Acquiror the Buyer or to which Acquiror the Buyer is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror the Buyer or any acquisition of property by Acquiror the Buyer or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Share Exchange Buyer after the Closing, other than such effects, individually or in the aggregate, which have not been are not, and would not reasonably be expected to be be, material to Acquirorthe Buyer.
(b) Except for this Agreement and the transactions contemplated by this Agreement and Agreement, the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror Buyer has no material interests, rights, obligations or liabilities Liabilities with respect to, and the Buyer is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except The Buyer has no material Liabilities that are required to be disclosed on a balance sheet in accordance with GAAP, other than (i) Liabilities set forth in or reserved against in the balance sheet of the Buyer as of December 31, 2019 (the “Buyer Balance Sheet”); (ii) Liabilities which have arisen after the date of the Buyer Balance Sheet in the Ordinary Course of Business (none of which results from, arises out of, or was caused by any breach of warranty, breach of Contract or infringement or violation of Law); (iii) Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Buyer of its obligations hereunder or thereunder; or (iv) for fees, costs and expenses for advisors and Affiliates of the Buyer or the Sponsor, including with respect to legal, accounting or other advisors incurred by the Buyer in connection with the transactions contemplated by this Agreement.
(d) As of the Effective Date and except for this Agreement and the other Transaction Documents to which it is party and the other documents Ancillary Agreements and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) expenses and contracts with fees incurred in connection therewith), the underwriters of Acquiror’s initial public offering, Acquiror Buyer is not party to any Contract with any other Person that would require payments by Acquiror the Buyer or any of its Subsidiaries after the date hereof Effective Date in excess of $100,000 50,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital LoanContract.
Appears in 1 contract
Samples: Business Combination Agreement (FG New America Acquisition Corp.)
Business Activities. (a) Since formationthe date of its incorporation, Acquiror SPAC has not conducted any business activities other than activities related to Acquirorthe SPAC’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s the Governing Documents of SPAC or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and therebyTransactions, there is no agreement, commitment, or Governmental Order binding upon Acquiror or Contract to which Acquiror SPAC is a party which has or would reasonably be expected to have the effect of prohibiting or impairing in any material respect 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except for this Agreement, the transactions contemplated by this Ancillary Agreement and the other Transaction DocumentsTransactions, 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror SPAC has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Other than reimbursement of any out-of-pocket expenses incurred by SPAC’s officers and directors in connection with activities on SPAC’s behalf, SPAC has no unsatisfied liability with respect to any employee. SPAC does not currently maintain or have any liability under any employment or employee benefit plan, program or arrangement, and neither the execution and delivery of this Agreement or any of the Ancillary Agreements nor the consummation of the Transactions will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of SPAC, or (ii) result in the acceleration of the time of payment or vesting of any such benefits.
(d) Except for this Agreement and Agreement, the other Transaction Documents to which it is party Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror expenses and fees incurred in connection therewith and the SPAC Transaction Expenses) or any Contracts that are exhibits to the SPAC SEC Filings, and contracts with except as set forth in Section 4.17(d) of the underwriters of Acquiror’s initial public offeringSPAC Disclosure Schedules, Acquiror SPAC is not a party to any Contract with any other Person that would require (i) obligates SPAC to make payments by Acquiror after following the date hereof Closing or (ii) will remain in excess effect immediately following the Closing and limit the right of $100,000 any Group Company to engage in the aggregate with respect to any individual Contract (line of business or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have geographic area in any Working Capital Loanmaterial respect.
Appears in 1 contract
Samples: Business Combination Agreement (Jupiter Acquisition Corp)
Business Activities. (a) Since formation, Acquiror none of Acquiror, Merger Sub, Blocker Sub or the Blocker Merger Subs has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror Acquiror, Merger Sub, Blocker Sub or the Blocker Merger Subs or to which Acquiror Acquiror, Merger Sub, Blocker Sub or the Blocker Merger Subs is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Acquiror, Merger Sub, Blocker Sub or the Blocker Merger Subs or any acquisition of property by Acquiror Acquiror, Merger Sub, Blocker Sub or the Blocker Merger Subs or the conduct of business by Acquiror Acquiror, Merger Sub, Blocker Sub or the Blocker Merger Subs as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror, Merger Sub, Blocker Sub or the Blocker Merger Subs.
(b) Except for Merger Sub, Blocker Sub and the Blocker Merger Subs and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination. Except for the transactions contemplated by this Agreement and the Ancillary Agreements, none of Merger Sub, Blocker Sub or the Blocker Merger Subs 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.
(c) Except Each of Merger Sub, Blocker Sub and the Blocker Merger Subs was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and has no, and at all times prior to the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other Transaction Documents documents and transactions contemplated hereby and thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to which it is party its formation.
(d) As of the date hereof and except for this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) expenses and contracts with the underwriters fees incurred in connection therewith), none of Acquiror’s initial public offering, Acquiror Merger Sub, Blocker Sub or the Blocker Merger Subs is not 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 $100,000 50,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loans. As of the date of this Agreementhereof, Acquiror does not have there are no amounts outstanding under any Working Capital LoanLoans.
(e) Except as described in the Acquiror SEC Filings or in connection with the PIPE Investment, and except for the Subscription Agreements and the Registration Rights Agreement, the Sponsor Support Agreement and the other documents and transactions contemplated hereby and thereby, there are no transactions, Contracts, side letters, arrangements or understandings between Acquiror, Merger Sub, Blocker Sub or the Blocker Merger Subs, on the one hand, and any director, officer, employee, stockholder, warrant holder or Affiliate of Acquiror, Merger Sub, Blocker Sub or the Blocker Merger Subs, on the other hand.
Appears in 1 contract
Samples: Merger Agreement (Aspirational Consumer Lifestyle Corp.)
Business Activities. (a) Since formationits SPAC IPO, Acquiror SPAC has not conducted any business activities held all SPAC IPO proceeds in the Trust Account (other than activities related any amounts permitted to Acquiror’s initial public offering or directed toward be disbursed under the accomplishment terms of a the Trust Agreement and as described in the SPAC Prospectus) as business assets for the purpose of being used in the conduct of business following its Business Combination. Except as set forth in AcquirorSPAC’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyDocuments, there is no agreement, commitment, or Governmental Order Contract binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has 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 it or the conduct of business by Acquiror as currently conducted or it (including, in each case, as contemplated to be conducted as of following the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror).
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror SPAC has no material interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combinationbusiness combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby or as set forth in Section 4.13(c) of the SPAC Disclosure Schedules, SPAC is and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof SPAC in excess of $100,000 in the aggregate with respect to any individual Contract or more than $500,000 in the aggregate when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby and Contracts set forth in Section 4.13(c) of the SPAC Disclosure Schedules). SPAC is not a party to any Contract containing any non-compete, non-solicitation or other restrictive covenants that would bind the Company and its Subsidiaries after the Closing.
(d) There is no liability, debt or obligation against SPAC, except for liabilities and obligations (i) reflected or reserved for on SPAC’s consolidated balance sheet as of June 30, 2021 or disclosed in the notes thereto, (ii) that have arisen since the date of SPAC’s consolidated balance sheet as of June 30, 2021 in the ordinary course of the operation of business of SPAC or that are set forth in Section 4.13(d) of the SPAC Disclosure Schedules or (iii) incurred in connection with or contemplated by this Agreement and/or the Transactions or (iv) that would not reasonably be expected to be, individually or in the aggregate with any series of related Contractsaggregate, material to SPAC.
(e) other Other than Working Capital Loans. As of the date of this Agreement, Acquiror general working capital and the Trust Agreement and the applicable rights and interests in and to the Trust Account as set forth therein, SPAC does not have own any Working Capital Loanassets. Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, SPAC owns good and valid title to, or holds a valid leasehold interest in, or a valid license to use, all of the assets used by SPAC in the operation of its business, and there are no Liens (other than Permitted Liens and restrictions on use of the Trust Account set forth in the Trust Agreement) on any of SPAC’s assets, tangible or intangible.
Appears in 1 contract
Business Activities. (a) Since formationits incorporation or organization, as applicable, neither Acquiror nor Merger Sub has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, there is no agreement, commitment, Contract or Governmental Order binding upon Acquiror or Merger Sub or to which Acquiror or Merger Sub is a party which has 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorAcquiror or Merger Sub.
(b) Except for Merger Sub and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 entityPerson. Except for this Agreement and the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities Liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination. Except for the transactions contemplated by this Agreement and the Ancillary Agreements, Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any Person.
(c) Except Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the other Transaction Documents transactions contemplated hereby and has no, and at all times prior to which it is party the Merger Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby thereby, has no, assets, Liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(d) As of the date of this Agreement, and except for this Agreement and the Ancillary Agreements (including with respect to expenses and fees incurred in connection therewith), neither Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror nor Merger Sub is not 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 $100,000 in the aggregate this Agreement with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loanswith respect to the Acquiror Transaction Expenses. As of the date of this Agreement, Acquiror does not have there are no amounts outstanding under any Working Capital LoanLoans.
Appears in 1 contract
Samples: Merger Agreement (B. Riley Principal 150 Merger Corp.)
Business Activities. (a) Since formation, neither Acquiror has not nor Merger Sub have conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, 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 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be have a material adverse effect on the ability of Acquiror or Merger Sub to Acquirorperform their respective obligations under this Agreement and the Ancillary Agreements.
(b) Except for Merger Sub and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination. Except for the transactions contemplated by this Agreement and the Ancillary Agreements, 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.
(c) Except Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than incident to the transactions contemplated hereby and has no, and at all times prior to the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other Transaction Documents documents and transactions contemplated hereby and thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to which it is party its formation.
(d) As of the date hereof and except for this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including other than with respect to expenses and fees incurred in connection therewith and the Business Combination), neither Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not nor Merger Sub are 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 $100,000 500,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loans. As of the date of this Agreementhereof, Acquiror does not have there are no amounts outstanding under any Working Capital LoanLoans.
Appears in 1 contract
Business Activities. (a) Since formationits incorporation, Acquiror LIVB has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business CombinationCombination or incidental thereto. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyLIVB Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror LIVB or to which Acquiror LIVB is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror LIVB or any acquisition of property by Acquiror LIVB or the conduct of business by Acquiror LIVB as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquirorhave a LIVB Material Adverse Effect.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror LIVB 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror LIVB has no material interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it agreements expressly contemplated hereby, LIVB is party not, and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof LIVB in excess of $100,000 in the aggregate with respect to any individual Contract (or more than $500,000 in the aggregate when taken together with any series of related all other Contracts.
(d) other than Working Capital Loans. As of the date hereof, there is no liability, debt or obligation against LIVB, whether accrued, contingent, absolute, determined, determinable or otherwise, except for liabilities, debts or obligations (i) reflected or reserved for on LIVB’s consolidated balance sheet as of December 31, 2021 or disclosed in the notes thereto, (ii) that have arisen since the date of LIVB’s consolidated balance sheet as of December 31, 2021 in the ordinary course of the operation of business of LIVB, (iii) arising under this AgreementAgreement or the performance by LIVB of its obligations hereunder, Acquiror does including the transaction expenses or (iv) that would not have any Working Capital Loanreasonably be expected to have, individually or in the aggregate, a LIVB Material Adverse Effect.
Appears in 1 contract
Samples: Business Combination Agreement (LIV Capital Acquisition Corp. II)
Business Activities. (a) Since formationinception, Acquiror Goldenstone has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combinationbusiness combination. Except as set forth in Acquiror’s Governing the Goldenstone Organizational Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyDocuments, there is no agreement, commitment, commitment or Governmental Order order binding upon Acquiror Goldenstone or to which Acquiror Goldenstone is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Goldenstone or any acquisition of property by Acquiror Goldenstone or the conduct of business by Acquiror Goldenstone as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be material to Acquirorconstitute a Goldenstone Material Adverse Effect.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror does not own None of Goldenstone or have 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. Except for this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyDocuments, Acquiror Goldenstone has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combinationbusiness combination.
(c) Except for (i) what is reflected or reserved for on the financial statements or disclosed in the notes thereto included in the filings that Goldenstone made with the SEC since Goldenstone’s formation, and (ii) this Agreement and the other Transaction Documents to which it agreements expressly contemplated hereby, Goldenstone is party not, and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract contract with any other Person person that would require payments by Acquiror after the date hereof Goldenstone in excess of $100,000 50,000 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 Transaction Documents expressly).
(d) Except as set forth in the Merger Sub Organizational Documents, there are no agreements, commitments, or 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 Xxxxxx Sub or the conduct of business by Xxxxxx Sub as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate with any series aggregate, which have not had and would not reasonably be expected to have a material adverse effect on the ability of related Contracts) other than Working Capital Loans. As of Merger Sub to enter into and perform its obligations under this Agreement or the date of this Agreement, Acquiror does not have any Working Capital LoanTransaction Documents.
Appears in 1 contract
Samples: Business Combination Agreement (Goldenstone Acquisition Ltd.)
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s directed toward its initial public offering or directed toward and the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except have an Acquiror Impairment Effect. Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. Acquiror owns all of the issued and outstanding shares of Equity Securities of Merger Sub. Acquiror does not have any Subsidiaries other Transaction Documents, than Merger Sub.
(b) 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, other than Merger Sub. Except for this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except There is no liability, debt or obligation against Acquiror or its Subsidiaries, except for this Agreement liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of June 30, 2021 or disclosed in the other Transaction Documents to which it is party and notes thereto, (ii) that have arisen since the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters date of Acquiror’s initial public offeringconsolidated balance sheet as of June 30, Acquiror is not party to any Contract 2021 in the ordinary course of the operation of business of Acquiror, (iii) incurred in connection with any other Person or contemplated by this Agreement or the Transactions or (iv) that would require payments by Acquiror after the date hereof in excess of $100,000 in the aggregate with respect not reasonably be expected to any individual Contract (be, individually or in the aggregate with aggregate, material to Acquiror. The Company acknowledges that (i) the Staff issued the Statement, (ii) Acquiror continues to review the Statement and its implications, including on the financial statements and other information included in the SEC Reports and (iii) any series of related Contracts) restatement, revision or other than Working Capital Loans. As modification of the date SEC Reports in connection with the review of the Statement or any subsequent related agreements or other guidance from the Staff of the SEC shall be deemed not material for purposes of this Agreement, Acquiror does not have any Working Capital Loan.
Appears in 1 contract
Business Activities. (a) Since formationits organization, Acquiror Monocle has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s the Monocle Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyDocuments, there is no agreement, commitment, or Governmental Order binding upon Acquiror Monocle or to which Acquiror Monocle is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any the acquisition of property the Company by Acquiror Monocle or the conduct of business by Acquiror Monocle as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, effects which have not been and had and, would not reasonably be expected to be have, a material adverse effect on the ability of Monocle to Acquirorenter into and perform its obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documentstransactions contemplated hereby, Acquiror Monocle 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction entity which is, or would could reasonably be interpreted as constituting, constituting a Business Combination.
(c) Except NewCo, Parent, Merger Sub 1 and Merger Sub 2 were formed solely for the purpose of effecting the transactions contemplated by this Agreement and have not engaged in any business activities or conducted any operations other than in connection with the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby has no, and at all times prior to the First Merger Effective Time except as expressly contemplated by this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(including with respect to Acquiror Transaction d) Except for this Agreement, and the agreements expressly contemplated hereby, as set forth on Schedule 6.7(d) or that would constitute Outstanding Monocle Expenses) , none of the Monocle Parties is, and contracts with the underwriters of Acquiror’s initial public offeringno Monocle Party has at any time been, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof Monocle in excess of $10,000 monthly, $100,000 in the aggregate with respect to any individual Contract (or more than $500,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. As the agreements expressly contemplated hereby and Contracts set forth on Schedule 6.7(d)).
(e) Except as set forth on Schedule 6.7(e), there is no material liability, debt or obligation of any Monocle Party, except for liabilities, debts and obligations (i) reflected or reserved for on Monocle’s balance sheet for the quarter ended June 30, 2020 as reported on Form 10-Q or disclosed in the notes thereto, (ii) that have arisen since the date of Monocle’s balance sheet for the quarter ended June 30, 2020 in the ordinary course of the operation of business of Monocle or (iii) incurred in connection with the transactions contemplated by this Agreement, Acquiror does not have any Working Capital Loan.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Monocle Acquisition Corp)
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of Acquiror to Acquirorenter into and perform its obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror does not own or have a contractual 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including with respect to Acquiror Transaction Expensesany agreements permitted by Section 7.03) and contracts with the underwriters of Acquiror’s initial public offeringor as set forth on Schedule 5.09(c), Acquiror is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $10,000 monthly, $100,000 in the aggregate with respect to any individual Contract (or more than $250,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. As of 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, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet for the six months ended June 30, 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, taken as a whole), (ii) that have arisen since the date of Acquiror’s consolidated balance sheet for the six months ended June 30, 2019 in the ordinary and usual course of the operation of business of the Acquiror (other than any such liabilities as are not and would not be, in the aggregate, material to Acquiror, taken as a whole), (iii) disclosed in the financial statements included in the SEC Reports or (iv) incurred in connection with or contemplated by this Agreement, Acquiror does not have any Working Capital LoanAgreement and/or the Transactions.
Appears in 1 contract
Business Activities. (a) Since formationits incorporation, Acquiror Avalon has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAvalon Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror Avalon or to which Acquiror Avalon is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Avalon or any acquisition of property by Acquiror Axxxxx or the conduct of business by Acquiror Axxxxx as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of Avalon to Acquirorenter into and perform its obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror Avalon 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror neither Avalon nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities Liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) There is no Liability or debt of or claim or judgment against Avalon or any of its Subsidiaries, except for Liabilities and obligations (i) reflected or reserved for on Avalon’s consolidated balance sheet as at June 30, 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 Avalon and its Subsidiaries, taken as a whole), (ii) that have arisen since the date of Avalon’s consolidated balance sheet as at June 30, 2022 in the ordinary course of the operation of business of Avalon and its Subsidiaries (other than any such Liabilities as are not and would not be, in the aggregate, material to Avalon and its Subsidiaries, taken as a whole), (iii) disclosed in the Schedules or (iv) incurred in connection with or contemplated by this Agreement and/or the Transactions.
(d) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby or as set forth on Schedule 6.10(d) of the Avalon Schedules, Avalon is, and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof Axxxxx in excess of $100,000 10,000 monthly, $500,000 in the aggregate with respect to any individual Contract (or more than $1,000,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. As this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 8.02)) and Contracts set forth on Schedule 6.10(d) of the date Avalon Schedules.
(e) Since October 12, 2020, (i) there has not been any Avalon Material Adverse Effect and (ii) except as set forth in Schedule 6.10(e) of this Agreementthe Avalon Schedules, Acquiror does Avalon and its Affiliates have, conducted its business and operated its properties in the ordinary course of business consistent with past practice.
(f) Since December 31, 2021 through the Execution Date, Avalon and its Affiliates have not have taken any Working Capital Loanaction that (i) would require the consent of the BCG Parties pursuant to Article VIII if such action had been taken after the Execution Date or (ii) would otherwise be material to Avalon and its Affiliates, on the one hand, or the BCG Parties, on the other hand.
Appears in 1 contract
Samples: Business Combination Agreement (Avalon Acquisition Inc.)
Business Activities. (a) Since formationits incorporation, Acquiror SPAC has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebySPAC Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of SPAC to Acquiror.
(b) Except enter into and perform its obligations under this Agreement. Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and the other such Transaction DocumentsAgreements, Acquiror as applicable.
(b) 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror neither SPAC nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including with respect to Acquiror Transaction Expensesany agreements permitted by Section 8.03) or as set forth on Schedule 6.09(c), no SPAC Party is, and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof any SPAC Party in excess of $10,000 monthly, $100,000 in the aggregate with respect to any individual Contract (or more than $500,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. As this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 8.03) and Contracts set forth on Schedule 6.09(c)).
(d) There is no liability, debt or obligation against SPAC or its Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on SPAC’s consolidated balance sheet as of 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 SPAC and its Subsidiaries, taken as a whole), (ii) that have arisen since the date of SPAC’s consolidated balance sheet as of September 30, 2020 in the ordinary course of the operation of business of SPAC and its Subsidiaries (other than any such liabilities as are not and would not be, in the aggregate, material to SPAC and its Subsidiaries, taken as a whole), (iii) disclosed in the Schedules or (iv) incurred in connection with or contemplated by this Agreement, Acquiror does not have any Working Capital LoanAgreement and/or the Transactions.
Appears in 1 contract
Business Activities. (a) Since formationits organization, Acquiror each no member of the Buyer Group has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s the Parent Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyDocuments, there is no agreement, commitment, or Governmental Order binding upon Acquiror any member of the Buyer Group or to which Acquiror any member of the Buyer Group is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror any member of the Buyer Group or any acquisition of property by Acquiror any member of the Buyer Group or the conduct of business by Acquiror the Buyer Group as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of the members of the Buyer Group to Acquirorenter into and perform its obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and therebyhereby, Acquiror no member of the Buyer Group has no material interests, rights, obligations or liabilities Liabilities with respect to, and each member of the Buyer Group is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except As of the date hereof and except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions Contracts expressly contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with or as set forth on Schedule 5.13(c), no member of the underwriters of Acquiror’s initial public offering, Acquiror Buyer Group is not a party to any Contract with any other Person that would require payments by Acquiror after the date hereof Buyer Group in excess of $100,000 25,000 in the aggregate with respect to any individual Contract (other than Contracts (i) for professional services including legal, accounting and other advisors of the Buyer Group who are not the Sponsors or any of their Affiliates or any of its or their or the Buyer Group’s directors, officers or employees or (ii) that are disclosed prior to the date hereof in any Parent SEC Filing).
(d) As of the date hereof, there is no Liability, debt or obligation against the Buyer Group that would be required to be set forth or reserved for on a consolidated balance sheet of Parent (and the notes thereto) prepared in accordance with GAAP consistently applied and in accordance with past practice, except for Liabilities, debts or obligations (i) reflected or reserved for on Parent’s condensed balance sheet for the three-month period ended March 31, 2019 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 Parent), (ii) less than $50,000 in the aggregate with respect to any individual or series of related Contracts) other than Working Capital Loans. As of Liabilities, debts or obligations that have arisen since the date of Parent’s consolidated balance sheet for the three-month period ended March 31, 2019 as reported on Form 10-Q in the Ordinary Course of Business of Parent, (iii) in respect of the Commitment Letters or the R&W Insurance Policy or (iv) for professional fees, including with respect to legal, accounting or other advisors incurred by the Buyer Group in connection with the transactions contemplated by this Agreement, Acquiror does not have any Working Capital Loan.
Appears in 1 contract
Business Activities. (a) Since formationthe Formation Date, Acquiror KBL has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business CombinationCombination and maintenance of its corporate existence. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyKBL Organizational Documents, there is no agreement, commitment, Contract or Governmental Order binding upon Acquiror KBL or to which Acquiror KBL is a party party, which has has, or would reasonably be expected to have have, the effect of prohibiting or impairing any business practice of Acquiror KBL or any acquisition of property by Acquiror KBL or the conduct of business by Acquiror KBL as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been had, and would not reasonably be expected to be material to Acquirorhave a Material Adverse Effect.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror KBL does not own own, or have a right to acquire, directly or indirectly, any interest or investment (whether equity debt or debtequity) in any corporation, partnership, joint venture, business, trust or other entityPerson. Except for this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyhereby, Acquiror KBL has no material interestsinterest, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case case, whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) KBL has no KBL Benefit Plans.
(d) Except for this Agreement liabilities and obligations (i) reflected or reserved for on KBL’s consolidated balance sheet for the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringyear ended December 31, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 2018 as reported on Form 10-K or disclosed in the aggregate with respect to any individual Contract notes thereto, (or ii) described in the aggregate with any series Section 4.14(d) of related Contractsthe KBL Disclosure Schedule, (iii) other than Working Capital Loans. As incurred in the ordinary course of business since the date of KBL’s consolidated balance sheet for the period ended December 31, 2018 as reported on Form 10-K, (iv) for performance of obligations of KBL under any Contracts (other than for breach thereof) or (iv) incurred in connection with or contemplated by this AgreementAgreement or the transactions contemplated hereby, Acquiror KBL does not have any Working Capital Loanliabilities of a type that are required by GAAP to be reflected or reserved against in a balance sheet of KBL.
Appears in 1 contract
Samples: Business Combination Agreement (KBL Merger Corp. Iv)
Business Activities. (a) Since formationinception, none of the Acquiror Parties has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing the Acquiror Organizational Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, there is no agreement, commitment, 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 the Acquiror Parties or any acquisition of property by the Acquiror Parties or the conduct of business by the Acquiror Parties as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be material to Acquirorhave an Acquiror Material Adverse Effect.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, none of the Acquiror does not own Parties 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 other Transaction Documents and the transactions contemplated hereby and therebyDocuments, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringhereby, Acquiror is not not, and at no time has been, party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 50,000 monthly, $150,000 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) (the “Acquiror Material Contracts”).
(d) There is no material liability, debt or obligation against any of the Acquiror Parties except for liabilities and obligations (i) reflected or reserved for on Acquiror’s condensed balance sheet as of December 4, 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) or (ii) that have arisen since the date of Acquiror’s condensed balance sheet as of December 4, 2020 in the ordinary course of the operation of business of the Acquiror Parties.
(e) Since its inception, 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 are no agreements, commitments, or Governmental Orders 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, individually or in the aggregate with any series aggregate, which have not had and would not reasonably be expected to have a material adverse effect on the ability of related Contracts) other than Working Capital Loans. As of the date of Merger Sub to enter into and perform its obligations under this Agreement, Acquiror does not have any Working Capital Loan.
Appears in 1 contract
Business Activities. Except as set forth on Section 5.16 of the Acquiror Disclosure Letter:
(a) Since since formation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering the IPO or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange First Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.;
(b) Except except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.; and
(c) Except except for Contracts relating to Acquiror Transaction Expenses, this Agreement and the other Transaction Documents to which it Acquiror is a party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts thereby, Contracts with the underwriters of Acquiror’s initial public offering, and Contracts relating to Working Capital Loans, Acquiror is not as of the date hereof party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loan).
Appears in 1 contract
Samples: Business Combination Agreement (Bukit Jalil Global Acquisition 1 Ltd.)
Business Activities. (a) Since formationthe date of its incorporation, Acquiror SPAC has not conducted any business activities other than activities related to Acquirorthe SPAC’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s the Governing Documents of SPAC or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and therebyTransactions, there is no agreement, commitment, or Governmental Order binding upon Acquiror or Contract to which Acquiror SPAC is a party which has or would reasonably be expected to have the effect of prohibiting or impairing in any material respect 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except for this Agreement, the transactions contemplated by this Ancillary Agreement and the other Transaction DocumentsTransactions, 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror SPAC has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Other than reimbursement of any out-of-pocket expenses incurred by SPAC’s officers and directors in connection with activities on SPAC’s behalf, SPAC has no unsatisfied liability with respect to any employee. SPAC does not currently maintain or have any liability under any employment or employee benefit plan, program or arrangement, and neither the execution and delivery of this Agreement or any of the Ancillary Agreements nor the consummation of the Transactions will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of SPAC, or (ii) result in the acceleration of the time of payment or vesting of any such benefits.
(d) Except for this Agreement and Agreement, the other Transaction Documents to which it is party Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror expenses and fees incurred in connection therewith and the SPAC Transaction Expenses) or any Contracts that are exhibits to the SPAC SEC Filings, and contracts with except as set forth in Section 4.16(d) of the underwriters of Acquiror’s initial public offeringSPAC Disclosure Schedules, Acquiror SPAC is not a party to any Contract with any other Person that would require (i) obligates SPAC to make payments by Acquiror after following the date hereof Closing or (ii) will remain in excess effect immediately following the Closing and limit the right of $100,000 any Group Company to engage in the aggregate with respect to any individual Contract (line of business or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have geographic area in any Working Capital Loanmaterial respect.
Appears in 1 contract
Samples: Business Combination Agreement (Bite Acquisition Corp.)
Business Activities. (a) Since formation, neither Acquiror has not nor any Merger Sub have conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or Merger Subs or to which Acquiror is or Merger Subs are a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or Merger Subs or any acquisition of property by Acquiror or Merger Subs or the conduct of business by Acquiror or Merger Subs as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorAcquiror or Merger Subs.
(b) Except for Merger Subs and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination. Except for the transactions contemplated by this Agreement and the Ancillary Agreements, Merger Subs do 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.
(c) Except First Merger Sub and Second Merger Sub were formed solely for the purpose of effecting the transactions contemplated by this Agreement and have not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and have no, and at all times prior to the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other Transaction Documents documents and transactions contemplated hereby and thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to which it is party their respective formations.
(d) As of the date hereof and except for this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to expenses and fees incurred in connection therewith), neither Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not nor Merger Subs are 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 $100,000 500,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loans. As of the date of this Agreementhereof, Acquiror does not have there are no amounts outstanding under any Working Capital LoanLoans.
Appears in 1 contract
Business Activities. (a) Since formation, Acquiror has not neither the SPAC nor Merger Sub have conducted any business activities other than activities related to Acquiror’s initial public offering the IPO or directed toward the accomplishment of a Business Combination. Except as set forth in Acquirorthe SPAC’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby Transactions and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror the SPAC or Merger Sub or to which Acquiror the SPAC or Merger Sub is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror the SPAC or Merger Sub or any acquisition of property by Acquiror the SPAC or Merger Sub or the conduct of business by Acquiror the SPAC or Merger Sub as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, effects which have not been and would not reasonably be expected to be material to Acquirormaterially and adversely affect the SPAC.
(b) Except for the transactions contemplated by this Agreement Merger Sub and the other Transaction DocumentsTransactions, Acquiror the SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) Investment in any corporation, partnership, joint venture, business, trust or other entityEntity. Except for this Agreement and the other Transaction Documents and the transactions Transactions contemplated hereby and thereby, Acquiror the SPAC has no material interests, rights, obligations or liabilities Liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination. Except for the Transactions, Mxxxxx Sub does not own or have a right to acquire, directly or indirectly, any Investment in any corporation, partnership, joint venture, business, trust or other Entity.
(c) Except Mxxxxx Sub was formed solely for the purpose of effecting the Transactions and has not engaged in any business activities or conducted any operations other than incident to the Transactions and has no, and at all times prior to the Effective Time, except as expressly contemplated by this Agreement and Agreement, the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby Transactions, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(d) Schedule 4.20 lists all material Contracts, oral or written to which the SPAC or Merger Sub is a party or by which the SPAC’s or Merger Sub’s assets are bound as of the date hereof, other than those Contracts that are included in the SPAC SEC Filings and thereby are available in full without redaction on the SEC’s EXXXX database.
(including with respect e) Except as set forth on Schedule 4.20 or in the SPAC SEC Filings, there are no Contracts, transactions, arrangements or understandings (i) between the SPAC or Merger Sub, on the one hand, and the Sponsor, any Affiliate of the Sponsor, any Affiliate of the SPAC or Merger Sub, or any director, officer, employee, or beneficial shareholder of the SPAC or the Merger Sub, on the other hand, or (ii) between any owner of the SPAC Ordinary Shares issued prior to Acquiror Transaction Expenses) and contracts with the underwriters of AcquirorSPAC’s initial public offering, Acquiror is not party to any Contract with or an Affiliate thereof, and any other Person that would require payments by Acquiror after relating to the date hereof in excess transfer of $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loansuch SPAC Ordinary Shares.
Appears in 1 contract
Business Activities. (a) Since formation, Acquiror SPAC has not conducted any business activities other than activities related to AcquirorSPAC’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in AcquirorSPAC’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorSPAC.
(b) Except for the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror SPAC has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except As of the date hereof and except for this Agreement and Agreement, the other Transaction Documents to which it is party Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) expenses and contracts with the underwriters of Acquiror’s initial public offeringfees incurred in connection therewith), Acquiror SPAC is not party to any Contract with any other Person that would require payments by Acquiror SPAC after the date hereof in excess of $100,000 50,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than SPAC Transaction Expenses and Working Capital Loans. As Loans that are listed on Section 5.16(c) of the date of this Agreement, Acquiror does not have any Working Capital LoanSPAC Disclosure Letter.
Appears in 1 contract
Samples: Business Combination Agreement (TWC Tech Holdings II Corp.)
Business Activities. (a) Since formation, neither Acquiror has not or Merger Sub have conducted any business activities other than activities related to Acquiror’s initial public offering offering, the filing of Acquiror SEC Filings or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, 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 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorAcquiror or Merger Sub or the ability of Acquiror or Merger Sub to enter into and perform their obligations under this Agreement.
(b) Except for Merger Sub and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination. Except for the transactions contemplated by this Agreement and the Ancillary Agreements, 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.
(c) Except Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and has no, and at all times prior to the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other Transaction Documents documents and transactions contemplated hereby and thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to which it is party its formation.
(d) As of the date of this Agreement and except for this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to expenses and fees incurred in connection therewith), neither Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not nor Merger Sub are 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 $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital LoansAcquiror Transaction Expenses. As of the date of this Agreement, Acquiror does not have there are no amounts outstanding under any Working Capital LoanLoans.
Appears in 1 contract
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except have an Acquiror Material Adverse Effect. Each Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. Acquiror owns all of the other Transaction Documents, issued and outstanding Equity Securities of the Merger Subs.
(b) Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporationcorporation (other than the Merger Subs), partnership, joint venture, business, trust or other entity. Except for this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party Agreements or as set forth on Schedule 5.09(c), no Acquiror Party is, and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not 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 $100,000 300,000 in the aggregate with respect to any individual Contract aggregate.
(or in the aggregate with any series of related Contractsd) other than Working Capital Loans. As of the date of this Agreementhereof, Acquiror does not has no liabilities or obligations, except for liabilities or obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of September 30, 2020 or disclosed in the notes thereto, (ii) that have any Working Capital Loanarisen since the date of Acquiror’s consolidated balance sheet as of December 31, 2020 in the ordinary course of the operation of business of Acquiror, disclosed in the Schedules, included as set forth on Schedule 5.09(c) and as set forth on Schedule 5.09(d) or (iv) incurred in connection with or contemplated by this Agreement and/or the Transactions, including with respect to professional fees for legal and accounting advisors incurred by Acquiror or its Subsidiaries in connection with the Transactions.
Appears in 1 contract
Samples: Merger Agreement (Starboard Value Acquisition Corp.)
Business Activities. (a) Since formationits respective organization, neither Acquiror has not or Merger Sub have conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Acquiror Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, 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 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorAcquiror or Merger Sub.
(b) Except for Holdco 1, Holdco 2, Acquiror LP and Merger Sub and the transactions contemplated by this Agreement, the Milk Equity Purchase Agreement and the other Transaction DocumentsAncillary Agreements, 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, the Milk Equity Purchase Agreement and the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination (other than confidentiality agreements, term sheets, letters of intent or other customary agreements entered into in connection with review of potential initial business combinations conducted by Acquiror, in each case which were entered into prior to the date hereof and which do not contain binding terms with respect to liabilities or obligations to effect a Business Combination). Except for the transactions contemplated by this Agreement, the Milk Equity Purchase Agreement and the Ancillary Agreements, 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.
(c) Except Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and the transactions contemplated hereby and Merger Sub has not engaged in any business activities or conducted any operations other Transaction Documents than in connection with the transactions contemplated hereby and has no, and at all times prior to which it is party the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby, 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, the Ancillary Agreements, the Milk Equity Purchase Agreement and the other documents and transactions contemplated hereby and thereby (including with respect to expenses and fees incurred in connection therewith), neither Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not nor Merger Sub are 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 $100,000 1,000,000.00 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital LoanContract.
Appears in 1 contract
Business Activities. (a) Since formation, neither Acquiror has not nor Merger Sub have conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, 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 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorAcquiror or Merger Sub.
(b) Except for Merger Sub and WTMA Merger Sub and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination. Except for the transactions contemplated by this Agreement and the Ancillary Agreements, 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.
(c) Except Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and has no, and at all times prior to the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other Transaction Documents documents and transactions contemplated hereby and thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to which it is party its formation.
(d) As of the date hereof and except for this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to expenses and fees incurred in connection therewith), neither Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not nor Merger Sub are 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 $100,000 1,000,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loans. As of the date of this Agreementhereof, Acquiror does not have there are no amounts outstanding under any Working Capital LoanLoans.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Welsbach Technology Metals Acquisition Corp.)
Business Activities. (a) Since formationAcquiror was formed for the purpose of going public, searching for a suitable target and effecting a Business Combination with one or more businesses or entities. It completed an initial public offering of units consisting of Acquiror Class A Ordinary Shares and Acquiror Warrants in December of 2021, and placed certain of the net proceeds of its initial public offering and simultaneous private placement of Acquiror Warrants in the Trust Account. Acquiror has not never conducted any operations and has never engaged in any business activities other than activities related except raising funds through sales of securities, causing its securities to Acquiror’s be listed on NYSE, complying with applicable regulatory requirements of the SEC, NYSE, and the Cayman Islands, and seeking to find a company or companies with which to complete an initial public offering or directed toward business combination and negotiating the accomplishment terms of a Business Combinationthe Transactions. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material have an Acquiror Material Adverse Effect. Each of the Merger Subs has never engaged in any business activities, has no assets, liabilities or obligations of any nature other than those incident to Acquirorits formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party and has never generated any revenues or expenses other than expenses related to the Transactions. Pubco owns all of the issued and outstanding Equity Securities of the Merger Subs.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporationcorporation (other than the Merger Subs), partnership, joint venture, business, trust or other entity. Except for this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party Agreements or as set forth on Schedule 4.13(c), no Acquiror Party is, and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not 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 $100,000 in the aggregate with respect to any individual Contract aggregate.
(or in the aggregate with any series of related Contractsd) other than Working Capital Loans. As of the date of this Agreementhereof, Acquiror does not has no liabilities or obligations, except for liabilities or obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of December 31, 2023 or disclosed in the notes thereto, (ii) that have any Working Capital Loanarisen since the date of Acquiror’s consolidated balance sheet as of December 31, 2023 in the ordinary course of the operation of business of Acquiror, disclosed in the Schedules, included as set forth on Schedule 4.13(c) and as set forth on Schedule 4.13(d) or (iv) incurred in connection with or contemplated by this Agreement and/or the Transactions, including with respect to professional fees for legal and accounting advisors incurred by Acquiror or its Subsidiaries in connection with the Transactions.
Appears in 1 contract
Samples: Merger Agreement (Battery Future Acquisition Corp.)
Business Activities. (a) Since formation, Acquiror neither SPAC nor Merger Sub 1 has not conducted any business activities other than activities related to AcquirorSPAC’s initial public offering IPO or directed toward the accomplishment of a Business Combination. Except as set forth in AcquirorSPAC’s Governing Organizational Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and therebyTransactions, there is no agreement, commitment, or Governmental Order binding upon Acquiror SPAC or Merger Sub 1 or to which Acquiror SPAC or Merger Sub 1 is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror SPAC or Merger Sub 1 or any acquisition of property by Acquiror SPAC or Merger Sub 1 or the conduct of business by Acquiror SPAC or Merger Sub 1 as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorSPAC or Merger Sub 1 taken as a whole.
(b) Except for the transactions contemplated by this Agreement and the other Transaction DocumentsTransactions, Acquiror does not own neither SPAC nor Merger Sub 1 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and therebyTransactions, Acquiror neither SPAC nor Merger Sub 1 has no any material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except Merger Sub 1 was formed solely for the purpose of effecting the Transactions and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and has no, and at all times prior to the Effective Time, except as expressly contemplated by this Agreement and the other Transaction Documents to which it is party Ancillary Agreements and the other documents and transactions contemplated hereby and thereby thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation or that arise in connection with the Transactions.
(d) As of the date hereof and except for this Agreement, the Ancillary Agreements and Transactions (including with respect to Acquiror Transaction Expenses) expenses and contracts with the underwriters of Acquiror’s initial public offeringfees incurred in connection therewith), Acquiror neither SPAC nor Merger Sub 1 is not a party to any Contract with any other Person that would require payments by Acquiror SPAC or Merger Sub 1 or any of their respective Affiliates after the date hereof in excess of $100,000 200,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital LoanContract.
Appears in 1 contract
Samples: Business Combination Agreement (Horizon Acquisition Corp II)
Business Activities. (a) Since formationthe date of its incorporation, Acquiror SPAC has not conducted any business activities other than activities (i) related to AcquirorSPAC’s initial public offering or offering, (ii) directed toward the accomplishment of a Business CombinationCombination and (iii) related to the execution of this Agreement and the other Ancillary Agreements to which SPAC is a party, the performance of its obligations hereunder and thereunder and matters ancillary thereto. Except as set forth in Acquiror’s the SPAC Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and therebyTransactions, there is no agreement, commitment, or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorSPAC.
(b) Except for the transactions contemplated by this Agreement and the other Transaction DocumentsTransactions, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and therebyTransactions, Acquiror SPAC has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except As of the date hereof and except for this Agreement and Agreement, the other Transaction Documents to which it is party Ancillary Agreements and the other documents and transactions contemplated hereby and thereby the Transactions (including with respect to Acquiror Transaction Expenses) expenses and contracts with the underwriters of Acquiror’s initial public offeringfees incurred in connection therewith), Acquiror SPAC is not party to any Contract with any other Person that would require payments by Acquiror SPAC or any of its Subsidiaries after the date hereof in excess of $100,000 250,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loans. As of the date of this Agreementhereof, Acquiror does not have the amount outstanding under any Working Capital LoanLoans is set out in Section 5.16(c) of the SPAC Disclosure Letter.
Appears in 1 contract
Samples: Business Combination Agreement (Everest Consolidator Acquisition Corp)
Business Activities. (a) Since formation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering the IPO or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringthe IPO, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loan).
Appears in 1 contract
Samples: Business Combination Agreement (DUET Acquisition Corp.)
Business Activities. (a) Since formationinception, Acquiror Purchaser has not conducted any business activities other than activities related to AcquirorPurchaser’s initial public offering or directed toward the accomplishment of a “business combination”, as such term is defined in Purchaser’s Organizational Documents (a “Business Combination”). Except as set forth in AcquirorPurchaser’s Governing Organizational Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror Purchaser or to which Acquiror Purchaser is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Purchaser or any acquisition of property by Acquiror Purchaser or the conduct of business by Acquiror Purchaser as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorPurchaser.
(b) Except for the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, Acquiror Purchaser 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror Purchaser has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except As of the date hereof and except for this Agreement and Agreement, the other Transaction Documents to which it is party Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) expenses and contracts with the underwriters of Acquiror’s initial public offeringfees incurred in connection herewith and therewith), Acquiror Purchaser is not party to any Contract with any other Person that would require payments by Acquiror Purchaser after the date hereof in excess of $100,000 500,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loansworking capital loans. As of the date hereof, there are no amounts outstanding under any working capital loans or any Indebtedness of this Agreement, Acquiror does not have any Working Capital LoanPurchaser or its Subsidiaries owed to its Affiliates or shareholders.
Appears in 1 contract
Samples: Business Combination Agreement (Magnum Opus Acquisition LTD)
Business Activities. (a) Since formationits respective organization, neither Acquiror has not or IntermediateCo have conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s the Acquiror Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and therebyTransactions, there is no agreement, commitment, or Governmental Order binding upon Acquiror or Contract to which Acquiror or IntermediateCo is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or IntermediateCo or any acquisition of property by Acquiror or IntermediateCo or the conduct of business by Acquiror or IntermediateCo as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been had, and would not reasonably be expected to be material to Acquirorhave, an Acquiror Material Adverse Effect.
(b) Except for IntermediateCo and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 the transactions contemplated by this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyAncillary Agreements, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and IntermediateCo does not own or have its assets or property subject toa right to acquire, in each case whether directly or indirectly, any Contract interest or transaction which isinvestment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or would reasonably be interpreted as constituting, a Business Combinationother entity.
(c) Except IntermediateCo was formed solely for the purpose of effecting the Transactions and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and has no, and at all times prior to the Closing except as expressly contemplated by this Agreement and Agreement, the other Transaction Documents to which it is party Ancillary Agreements and the other documents and transactions contemplated hereby Transactions, will have no, material assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(d) As of the date hereof and thereby except for this Agreement and as set forth on Section 4.16(d) of the Acquiror Disclosure Letter, the Ancillary Agreements and the other documents and Transactions (including with respect to excluding Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering), neither Acquiror is not or IntermediateCo are 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 $100,000 50,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital LoansContract. As of the date hereof, set forth on Section 4.16(d) of this Agreement, the Acquiror does not have any Working Capital LoanDisclosure Letter is a list of the categories of vendors and advisors that Acquiror expects to owe fees or expenses to under clause (A) of the definition of Acquiror Transaction Expenses.
Appears in 1 contract
Business Activities. (a) Since formationits incorporation, Acquiror SPAC has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business CombinationCombination or incidental thereto. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebySPAC Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror SPAC or to which Acquiror SPAC is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquirorhave a SPAC Material Adverse Effect.
(b) Except Holdings was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Agreement to which such entity is a party, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. SPAC owns all of the other Transaction Documents, Acquiror issued and outstanding Equity Securities of Holdings. Holdings does not own directly or indirectly any Equity Interests in any Person.
(c) 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror neither SPAC nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(cd) Except for this Agreement and the other Transaction Documents to which it agreements expressly contemplated hereby, as of the date hereof, no SPAC Party is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any Person, other Person than (x) engagement agreements with advisors and consultants in connection with activities directed toward the accomplishment of a Business Combination, (y) Contracts filed as exhibits to the SEC Reports prior to the date hereof or (z) Contracts that would require payments by Acquiror after the date hereof in excess of any SPAC Party more than $100,000 in the aggregate when taken together with respect to all other Contracts.
(e) Other than any individual Contract (or officers as described in the aggregate with SEC Reports filed prior to the date hereof, the SPAC Parties do not have any series of related Contractsemployees.
(f) other than Working Capital Loans. As of the date hereof, there is no liability, debt or obligation against SPAC or its Subsidiaries, except for liabilities, debts or obligations (i) reflected or reserved for on SPAC’s consolidated balance sheet as of December 31, 2022 or disclosed in the notes thereto, (ii) that have arisen since the date of SPAC’s consolidated balance sheet as of December 31, 2022 in the ordinary course of the operation of business of SPAC, or (iii) arising under this Agreement, Acquiror does not have any Working Capital LoanAgreement or the performance by a SPAC Party of its obligations hereunder.
Appears in 1 contract
Business Activities. (a) Since formation, neither Acquiror has not nor Merger Sub have conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and therebyTransactions, 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 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquirorhave an Acquiror Material Adverse Effect.
(b) Except for Merger Sub and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and therebyTransactions, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination. Except for the transactions contemplated by this Agreement and the Ancillary Agreements, 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.
(c) Except Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than incident to the other Transaction Documents Transactions and has no, and at all times prior to which it is party the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby Transactions, 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 thereby except for this Agreement, the Ancillary Agreements and the other documents and Transactions (including other than with respect to expenses and fees incurred in connection therewith and the Business Combination), neither Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not nor Merger Sub are 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 $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) Contract, other than Working Capital Loans. As of the date of this Agreementhereof, Acquiror does not have there are no amounts outstanding under any Working Capital LoanLoans.
Appears in 1 contract
Business Activities. The Company will not, and will not permit any Restricted Subsidiary (aincluding the Operating Partnership) Since formationto, Acquiror has not conducted engage in any business activities other than activities related the Oil and Gas Business, except to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except such extent as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquirorthe Company and its Restricted Subsidiaries taken as a whole. Finance Corp. may not incur Indebtedness unless (1) the Company is a co-obligor or guarantor of such Indebtedness or (2) the net proceeds of such Indebtedness are loaned to the Company, used to acquire outstanding debt securities issued by the Company or used to repay Indebtedness of the Company as permitted under the covenant described about under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock.
(b) Except ” Finance Corp. may not engage in any business not related directly or indirectly to obtaining money or arranging financing for the transactions contemplated by this Agreement Company or its Restricted Subsidiaries. Anti-Layering No Issuer or Guarantor will incur or suffer to exist any (i) Indebtedness (including Indebtedness that is otherwise permitted hereunder) that is contractually subordinated in right of payment to any other Indebtedness of such Issuer or Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the Subsidiary Guarantees on substantially identical terms or (ii) Indebtedness that is secured by Liens that are contractually subordinated or junior to other Transaction DocumentsLiens securing such Indebtedness (or contractually subordinated or junior to Liens securing other Indebtedness) of any Issuer, Acquiror does not own or have a right Guarantor unless such Liens are also contractually subordinated or junior 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 the Liens securing the notes and the other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business CombinationSubsidiary Guarantees on substantially identical terms.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital Loan.
Appears in 1 contract
Business Activities. (a) Since formationits organization, Acquiror Vistas has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s the Vistas Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyDocuments, there is no agreement, commitment, or Governmental Order binding upon Acquiror Vistas or to which Acquiror Vistas is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Vistas or any acquisition of property by Acquiror Vistas or the conduct of business by Acquiror Vistas as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of Vistas to Acquirorenter into and perform its obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, 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 other Transaction Documents and the transactions contemplated hereby and therebyhereby, Acquiror Vistas has no material interests, rights, obligations or liabilities Liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Except There is no Liability, debt or obligation against Vistas that would be required to be set forth or reserved for this Agreement on a consolidated balance sheet of Vistas (and the notes thereto) prepared in accordance with GAAP consistently applied and in accordance with past practice, except for Liabilities, debts or obligations (i) reflected or reserved for on Vistas’ condensed balance sheet for the three-month period ended September 30, 2020 as reported on Form 10-Q or disclosed in the notes thereto (other Transaction Documents than any such Liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to which it is party and the other documents and transactions contemplated hereby and thereby Vistas), (including with respect to Acquiror Transaction Expensesii) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof in excess of less than Twenty Five Thousand U.S. Dollars ($100,000 25,000) in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of Liabilities, debts or obligations that have arisen since the date of Vistas’ consolidated balance sheet for the three-month period ended September 30, 2020 as reported on Form 10-Q in the Ordinary Course of Business of Vistas, (iii) disclosed in the Vistas Disclosure Schedules or (iv) for professional fees, including with respect to legal, financial and accounting advisors incurred by Vistas in connection with the transactions contemplated by this Agreement, Acquiror does not have any Working Capital Loan.
Appears in 1 contract
Samples: Business Combination Agreement (Vistas Media Acquisition Co Inc.)
Business Activities. (a) Since formationits respective organization, neither Acquiror has not or Merger Subs have conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s the Acquiror Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or Merger Subs or to which Acquiror or Merger Subs is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or Merger Subs or any acquisition of property by Acquiror or Merger Subs or the conduct of business by Acquiror or Merger Subs as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorAcquiror or Merger Subs.
(b) Except for Merger Subs and the transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, 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 other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination. Except for the transactions contemplated by this Agreement and the Ancillary Agreements, Merger Subs do 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.
(c) Except Merger Subs were formed solely for the purpose of effecting the transactions contemplated by this Agreement and have not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and have no, and at all times prior to the Effective Time except as expressly contemplated by this Agreement, the Ancillary Agreements and the other Transaction Documents documents and transactions contemplated hereby and thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to which it is party their formation.
(d) As of the date hereof and except for this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to expenses and fees incurred in connection therewith), neither Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offering, Acquiror is not or Merger Subs are 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 $100,000 50,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital LoanContract.
Appears in 1 contract
Samples: Merger Agreement (Social Capital Hedosophia Holdings Corp.)
Business Activities. (a) Since formationthe date of its incorporation, Acquiror SPAC has not conducted any business activities other than activities related to Acquirorthe SPAC’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s the Governing Documents of SPAC or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and therebyTransactions, there is no agreement, commitment, or Governmental Order binding upon Acquiror or Contract to which Acquiror SPAC is a party which has or would reasonably be expected to have the effect of prohibiting or impairing in any material respect 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 Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except for this Agreement, the transactions contemplated by this Ancillary Agreement and the other Transaction DocumentsTransactions, 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror SPAC has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) Other than reimbursement of any out-of-pocket expenses incurred by SPAC’s officers and directors in connection with activities on SPAC’s behalf, SPAC has no unsatisfied liability with respect to any employee. SPAC does not currently maintain or have any liability under any employment or employee benefit plan, program or arrangement, and neither the execution and delivery of this Agreement or any of the Ancillary Agreements nor the consummation of the Transactions will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of SPAC, or (ii) result in the acceleration of the time of payment or vesting of any such benefits.
(d) Except for this Agreement and Agreement, the other Transaction Documents to which it is party Ancillary Agreements and the other documents and transactions contemplated hereby and thereby Transactions (including with respect to Acquiror expenses and fees incurred in connection therewith and the SPAC Transaction Expenses) or any Contracts that are exhibits to the SPAC SEC Filings, and contracts with except as set forth in Section 5.18(d) of the underwriters of Acquiror’s initial public offeringSPAC Disclosure Schedules, Acquiror SPAC is not a party to any Contract with any other Person that would require (i) obligates SPAC to make payments by Acquiror after following the date hereof Closing or (ii) will remain in excess effect immediately following the Closing and limit the right of $100,000 any Group Company to engage in the aggregate with respect to any individual Contract (line of business or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have geographic area in any Working Capital Loanmaterial respect.
Appears in 1 contract
Samples: Business Combination Agreement (Integral Acquisition Corp 1)
Business Activities. (a) Since formationits incorporation, Acquiror has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has 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 Share Exchange Closing, Closing other than such effects, individually or in the aggregate, effects which have not been and would not reasonably be expected to be material to Acquiror.
(b) Except have an Acquiror Impairment Effect. Each Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and the such other Transaction DocumentsAgreements, as applicable. Acquiror owns all of the issued and outstanding shares of Equity Securities of each Merger Sub.
(b) 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, neither Acquiror nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including with respect to any agreements permitted by Section 7.02) or as set forth on Schedule 5.09(c), no Acquiror Transaction Expenses) Party is and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that would require payments by any Acquiror after the date hereof Party in excess of $100,000 in the aggregate with respect to any individual Contract or more than $500,000 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 7.02) and Contracts set forth in Section 5.09(c)).
(d) Except as set forth in Section 5.09(d), there is no liability, debt or obligation against Acquiror or its Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of February 12, 2021 or disclosed in the notes thereto, (ii) that have arisen since the date of Acquiror’s consolidated balance sheet as of February 12, 2021 in the ordinary course of the operation of business of Acquiror, (iii) incurred in connection with or contemplated by this Agreement and/or the Transactions or (iv) that would not reasonably be expected to be, individually or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreementaggregate, Acquiror does not have any Working Capital Loanmaterial to Acquiror.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Power & Digital Infrastructure Acquisition Corp.)
Business Activities. (a) Since formationits organization, Acquiror Monocle has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s the Monocle Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyDocuments, there is no agreement, commitment, or Governmental Order binding upon Acquiror Monocle or to which Acquiror Monocle is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any the acquisition of property the Company by Acquiror Monocle or the conduct of business by Acquiror Monocle as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, effects which have not been and had and, would not reasonably be expected to be have, a material adverse effect on the ability of Monocle to Acquirorenter into and perform its obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documentstransactions contemplated hereby, Acquiror Monocle 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 other Transaction Documents and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to or bound by, and does not have its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction entity which is, or would could reasonably be interpreted as constituting, constituting a Business Combination.
(c) Except NewCo, Parent, Merger Sub 1 and Merger Sub 2 were formed solely for the purpose of effecting the transactions contemplated by this Agreement and have not engaged in any business activities or conducted any operations other than in connection with the other Transaction Documents to which it is party and the other documents and transactions contemplated hereby and thereby has no, and at all times prior to the First Merger Effective Time except as expressly contemplated by this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.
(including with respect to Acquiror Transaction d) Except for this Agreement, and the agreements expressly contemplated hereby, as set forth on Schedule 6.7(d) or that would constitute Outstanding Monocle Expenses) , none of the Monocle Parties is, and contracts with the underwriters of Acquiror’s initial public offeringno Monocle Party has at any time been, Acquiror is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof Monocle in excess of $10,000 monthly, $100,000 in the aggregate with respect to any individual Contract (or more than $500,000 in the aggregate when taken together with any series of related Contracts) all other Contracts (other than Working Capital Loans. As the agreements expressly contemplated hereby and Contracts set forth on Schedule 6.7(d)).
(e) Except as set forth on Schedule 6.7(e), there is no material liability, debt or obligation of any Monocle Party, except for liabilities, debts and obligations (i) reflected or reserved for on Monocle’s balance sheet for the quarter ended September 30, 2019 as reported on Form 10-Q or disclosed in the notes thereto, (ii) that have arisen since the date of Monocle’s balance sheet for the quarter ended September 30, 2019 in the ordinary course of the operation of business of Monocle or (iii) incurred in connection with the transactions contemplated by this Agreement, Acquiror does not have any Working Capital Loan.
Appears in 1 contract
Business Activities. (a) Since formationits respective organization, Acquiror none of Acquiror, Merger Sub, Intermediate Holdings or New HoldCo has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyAcquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror Acquiror, Merger Sub, Intermediate Holdings or New HoldCo or to which Acquiror Acquiror, Merger Sub, Intermediate Holdings or New HoldCo is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Acquiror, Merger Sub, Intermediate Holdings or New HoldCo or any acquisition of property by Acquiror Acquiror, Merger Sub, Intermediate Holdings or New HoldCo or the conduct of business by Acquiror Acquiror, Merger Sub, Intermediate Holdings or New HoldCo as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be have a material adverse effect on the ability of Acquiror, Merger Sub, Intermediate Holdings or New HoldCo to Acquirorenter into and perform their obligations under this Agreement.
(b) Except for the transactions contemplated by this Agreement Merger Sub, Intermediate Holdings and the other Transaction DocumentsNew HoldCo, 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination. Except for transactions contemplated herein, New HoldCo 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 transactions contemplated herein, Intermediate Holdings 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 transactions contemplated herein, 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.
(c) Except Each of Merger Sub, Intermediate Holdings and New HoldCo was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and has no, and at all times prior to the First Effective Time except as expressly contemplated by this Agreement, 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 other Transaction Documents to which it is party and the other documents and transactions Contracts expressly contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters or as set forth on Schedule 6.09(d), none of Acquiror’s initial public offering, Acquiror Merger Sub, Intermediate Holdings or New HoldCo is not 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 6.09(d)).
(e) As of the date hereof, there is no liability, debt or obligation against Acquiror, Merger Sub, Intermediate Holdings or New HoldCo that would be required to be set forth or reserved for on a consolidated balance sheet of Acquiror, Merger Sub, Intermediate Holdings and New HoldCo (and the notes thereto) prepared in accordance with GAAP consistently applied and in accordance with past practice, except for liabilities, debts or obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet for the year ended December 31, 2018 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) less than $100,000 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of liabilities, debts or obligations that have arisen since the date of this AgreementAcquiror’s consolidated balance sheet for the year ended December 31, 2018 as reported on Form 10-K in the ordinary course of the operation of business of Acquiror does not have any Working Capital Loanand its Subsidiaries, (iii) disclosed in the Schedules, including Schedule 6.09(d) and Schedule 6.09(e) or (iv) for professional fees, including with respect to legal and accounting advisors incurred by the Acquiror or its Subsidiaries in connection with the Transactions.
Appears in 1 contract
Business Activities. (a) Since formationinception, Acquiror none of the Acies Parties has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents the Acies Organizational Document or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyTransactions, there is no agreement, commitment, commitment or Governmental Order binding upon Acquiror Acies or to which Acquiror Acies is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror the Acies Parties or any acquisition of property by Acquiror the Acies Parties or the conduct of business by Acquiror the Acies Parties as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be material to Acquirorhave an Acies Material Adverse Effect.
(b) Except for None of the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror does not own Acies Parties 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 other Transaction Documents and the transactions contemplated hereby and therebyDocuments, Acquiror Acies has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Section 5.15(c) of the Acies Disclosure Schedule lists all Contracts between the Acies Parties and any other Person that requires payments by the Acies Parties to such Person other than this Agreement and the agreements expressly contemplated hereby. All Contracts listed on Section 5.15(c) of the Acies Disclosure Schedule can be cancelled by the Acies Parties for any reason without penalty to the Acies Parties. Except for this Agreement and the other Transaction Documents to which it is party and agreements expressly contemplated hereby, or as set forth on Section 5.15(c) of the other documents and transactions contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) and contracts with the underwriters of Acquiror’s initial public offeringAcies Disclosure Schedule, Acquiror Acies is not party to any Contract with any other Person that would require payments by Acquiror after the date hereof Acies in excess of $100,000 50,000 monthly, $150,000 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).
(d) There is no liability, debt or obligation against any of the Acies Parties except for liabilities and obligations (i) reflected or reserved for on Acies’ condensed balance sheet for 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 Acies) or (ii) that have arisen since the date of Acies’ condensed balance sheet for the quarterly period ended September 30, 2020 in the ordinary course of the operation of business of the Acies Parties (other than any such liabilities as are not and would not be, in the aggregate, material to the Acies Parties, taken as a whole).
(e) Since its inception, neither First Merger Sub nor Second Merger Sub has conducted any business activities other than activities directed toward the accomplishment of the Mergers. Except as set forth in First Merger Sub’s and Second Merger Sub’s respective organizational documents, there are no agreements, commitments, or Governmental Orders binding upon either First Merger Sub or Second Merger Sub or to which either 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 either First Merger Sub or Second Merger Sub or any acquisition of property by either First Merger Sub or Second Merger Sub or the conduct of business by either First Merger Sub or 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 with any series aggregate, which have not had and would not reasonably be expected to have a material adverse effect on the ability of related Contracts) other than Working Capital Loans. As of the date of either First Merger Sub or Second Merger Sub to enter into and perform its obligations under this Agreement, Acquiror does not have any Working Capital Loan.
Appears in 1 contract
Business Activities. (a) Since formationits incorporation, Acquiror Liberty has not conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents and the transactions contemplated hereby and therebyLiberty Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror Liberty or to which Acquiror Liberty is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror Liberty or any acquisition of property by Acquiror Liberty or the conduct of business by Acquiror Xxxxxxx as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, Closing other than such effects, individually or in the aggregate, which have not been had and would not reasonably be expected to be material to Acquirorhave a Liberty Material Adverse Effect.
(b) Except for the transactions contemplated by this Agreement and the other Transaction Documents, Acquiror Liberty 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 other Transaction Documents and the transactions contemplated hereby and therebyTransactions, Acquiror neither Liberty nor any of its Subsidiaries has no material any interests, rights, obligations or liabilities with respect to, and or is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would could reasonably be interpreted as constituting, a Business Combination.
(c) Section 7.09(c) of the Liberty Disclosure Letter sets forth each Contract to which Liberty is a party or otherwise bound as of the date hereof. Except for this Agreement and the other Transaction Documents to which it is party and the other documents and transactions agreements expressly contemplated hereby and thereby (including with respect to Acquiror Transaction Expenses) any agreements permitted by Section 9.01), Liberty is not, and contracts with the underwriters of Acquiror’s initial public offeringat no time has been, Acquiror is not party to any Contract with any other Person that (i) would require payments by Acquiror after the date hereof Liberty in excess of $100,000 in the aggregate when taken together with respect all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 9.01)) or (ii) grants to any individual Contract Person any non-competition, non-solicitation, no-hire or similar restrictive covenant provisions imposed on Liberty.
(d) There is no liability, debt or obligation of or claim or judgment against Liberty or any of its Subsidiaries (whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due), except for liabilities and obligations (i) reflected or reserved for on Liberty’s condensed balance sheet as of March 31, 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 Liberty and its Subsidiaries, taken as a whole), (ii) that have arisen since the date of Liberty’s condensed balance sheet as of March 31, 2022 in the ordinary course of the operation of business of Liberty and its Subsidiaries (other than any such liabilities as are not and would not be, in the aggregate, material to Liberty and its Subsidiaries, taken as a whole), (iii) disclosed in the Liberty Disclosure Letter or (iv) incurred in connection with or contemplated by this Agreement or the Transactions.
(e) Since November 3, 2021, (i) there has not been any event or occurrence that has had, or would not reasonably be expected to have, individually or in the aggregate with any series of related Contractsaggregate, a Liberty Material Adverse Effect and (ii) other than Working Capital Loans. As except as set forth in Section 7.09(e) of the date Liberty Disclosure Letter, Liberty has, in all material respects, conducted its business and operated their properties in the ordinary course of this Agreement, Acquiror does not have any Working Capital Loanbusiness consistent with past practice.
Appears in 1 contract
Samples: Business Combination Agreement (Liberty Resources Acquisition Corp.)
Business Activities. (a) Since formationits respective organization, neither Acquiror has not or the Purchasers have conducted any business activities other than activities related to Acquiror’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Acquiror Governing Documents or as otherwise contemplated by this Agreement or the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or the Purchasers or to which Acquiror or either of the Purchasers is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or the Purchasers or any acquisition of property by Acquiror or the Purchasers or the conduct of business by Acquiror or the Purchasers as currently conducted or as contemplated to be conducted as of the Share Exchange Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to AcquirorAcquiror or the Purchasers.
(b) Except for the Purchasers, Acquiror LP, Xxxxx Xxxxxx 0, Xxxxx Merger Sub, and the transactions contemplated by this Agreement, the Obagi Merger Agreement and the other Transaction DocumentsAncillary Agreements, 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, the Obagi Merger Agreement and the other Transaction Documents Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to to, bound by or bound by, and does not have has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination (other than confidentiality agreements, term sheets, letters of intent or other customary agreements entered into in connection with review of potential initial business combinations conducted by Acquiror, in each case which were entered into prior to the date hereof and which do not contain binding terms with respect to liabilities or obligations to effect a Business Combination). Except for the transactions contemplated by this Agreement, the Obagi Merger Agreement and the Ancillary Agreements, the Purchasers do 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.
(c) Except The Purchasers were formed solely for the purpose of effecting the transactions contemplated by this Agreement and the transactions contemplated hereby, and the Purchasers have not engaged in any business activities or conducted any operations other Transaction Documents than in connection with the transactions contemplated hereby and have no, and at all times prior to which it is party the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby, 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, the Ancillary Agreements, the Obagi Merger Agreement and the other documents and transactions contemplated hereby and thereby (including with respect to expenses and fees incurred in connection therewith), neither Acquiror Transaction Expenses) and contracts with nor the underwriters of Acquiror’s initial public offering, Acquiror is not Purchasers are 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 $100,000 1,000,000.00 in the aggregate with respect to any individual Contract (or in the aggregate with any series of related Contracts) other than Working Capital Loans. As of the date of this Agreement, Acquiror does not have any Working Capital LoanContract.
Appears in 1 contract
Samples: Equity Purchase Agreement (Waldencast Acquisition Corp.)