Common use of Certain Transaction Agreements Clause in Contracts

Certain Transaction Agreements. Unless otherwise approved in writing by Acquiror (such approval not to be unreasonably withheld, conditioned or delayed), the Company shall not permit any amendment or modification to be made to, or any waiver (in whole or in part) of, or provide consent to (including consent to termination) any provision or remedy under, or any replacement of the Company Support Agreement. The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary to satisfy in all material respects on a timely basis all conditions and covenants applicable to the Company in the Company Support Agreement and otherwise comply with its obligations thereunder and to enforce its rights under each such agreement. Without limiting the generality of the foregoing, the Company shall give Acquiror prompt written notice of: (A) any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to the Company Support Agreement; and (B) the receipt of any written notice or other written communication from any other party to the Company Support Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party under any such agreement or any provisions of any such agreement.

Appears in 2 contracts

Samples: Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp), Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp)

AutoNDA by SimpleDocs

Certain Transaction Agreements. Unless otherwise approved Except to the extent provided in writing by Acquiror (such approval not to be unreasonably withheld, conditioned or delayed)SPAC, the Company shall not permit any amendment or modification to be made to, to any Company Voting and Support Agreement to the extent that such amendment or any waiver (in whole or in part) of, or provide consent modification would reasonably be expected to (including consent to termination) any provision or remedy under, or any replacement materially and adversely affect the closing of the Company Support AgreementTransactions. The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary necessary, proper or advisable to satisfy in all material respects on a timely basis all conditions and covenants applicable to the Company in the each Company Voting and Support Agreement and otherwise comply with its obligations thereunder and to enforce its rights under each such agreement, except to the extent that that the failure of the Company to enforce such rights would not reasonable be expected to materially and adversely affect the closing of the Transactions. Without limiting the generality of the foregoing, the Company shall give Acquiror SPAC, prompt written notice ofnotice: (Aa) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any threatened breach or default) by any party to any Company Voting and Support Agreement known to the Company Support AgreementCompany; and or (Bb) of the receipt of any written notice or other written communication from any other party to the any Company Voting and Support Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party under any such agreement or any provisions of any such agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (AltC Acquisition Corp.)

Certain Transaction Agreements. Unless otherwise approved in writing by Acquiror the Company (such approval not to be unreasonably withheld, conditioned or delayed), the Company Acquiror shall not permit any amendment or modification to be made to, or any waiver (in whole or in part) of, or provide consent to (including consent to termination) any provision or remedy under, or any replacement of the Company Sponsor Support Agreement. The Company Acquiror shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary to satisfy in all material respects on a timely basis all conditions and covenants applicable to the Company Acquiror in the Company Sponsor Support Agreement and otherwise comply with its obligations thereunder and to enforce its rights under each such agreement. Without limiting the generality of the foregoing, Acquiror shall give the Company shall give Acquiror prompt written notice of: (A) any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to the Company Sponsor Support Agreement; and (B) the receipt of any written notice or other written communication from any other party to the Company Sponsor Support Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party under any such agreement or any provisions of any such agreement.

Appears in 1 contract

Samples: Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp)

Certain Transaction Agreements. Unless otherwise approved in writing by Acquiror the Company (such approval not to be unreasonably withheld, conditioned or delayed), the Company Acquiror shall not permit any amendment or modification to be made to, or any waiver (in whole or in part) of, or provide consent to (including consent to termination) any provision or remedy under, or any replacement of the Company Support Sponsor Agreement. The Company Acquiror shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary to satisfy in all material respects on a timely basis all conditions and covenants applicable to the Company Acquiror in the Company Support Sponsor Agreement and otherwise comply with its obligations thereunder and to enforce its rights under each such agreement. Without limiting the generality of the foregoing, Acquiror shall give the Company shall give Acquiror prompt written notice of: (A) any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to the Company Support AgreementSponsor Agreement of which Acquiror becomes aware of; and (B) the receipt of any written notice or other written communication from any other party to the Company Support Sponsor Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party under any such agreement or any provisions of any such agreement.

Appears in 1 contract

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

AutoNDA by SimpleDocs

Certain Transaction Agreements. Unless otherwise approved in writing by Acquiror the Company (such approval not to be unreasonably withheld, conditioned or delayed), the Company Acquiror shall not permit any amendment or modification to be made to, or any waiver (in whole or in part) of, or provide consent to (including consent to termination) any provision or remedy under, or any replacement of the Company Sponsor Support Agreement. The Company Acquiror shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary to satisfy in all material respects on a timely basis all conditions and covenants applicable to the Company Acquiror in the Company Sponsor Support Agreement and otherwise comply with its obligations thereunder and to enforce its rights under each such agreement. Without limiting the generality of the foregoing, Acquiror shall give the Company shall give Acquiror prompt written notice of: (A) any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to the Company Sponsor Support Agreement; and (B) the receipt of any written notice or other written communication from any other party to the Company Sponsor Support Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party under any such agreement or any provisions of any such agreement.

Appears in 1 contract

Samples: Business Combination Agreement (StoneBridge Acquisition Corp.)

Time is Money Join Law Insider Premium to draft better contracts faster.