Closing; Closing Share Consideration Sample Clauses

Closing; Closing Share Consideration. (a) Subject to the terms and conditions set forth in this Agreement, the consummation of the Mergers (the “Closing”) shall take place at the offices of Orrick, Xxxxxxxxxx & Xxxxxxxxx, LLP, 000 Xxxxxxxx Xxxxxxxxx Xxxxx 0-X, Xxxxx Xxxxxx, XX 00000, or electronically by the mutual exchange of electronic signatures (including portable document format (“pdf”)) on the date that is two (2) Business Days following the date on which all conditions set forth in Article VIII have been satisfied or waived (other than those conditions that by their terms or nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place, time or date as Acquiror and the Company may mutually agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date.” (b) If the Acquiror meets or exceeds a Cash Amount of $25,000,000, at the Closing, the SPAC Sponsor and the Previous SPAC Sponsor will retain an aggregate of 5,072,415 shares of Acquiror Class A Common Stock (the “Founder’s Shares”) at Closing. At Closing, if the Cash Amount does not meet or exceed $25,000,000 and the Transactions are consummated, the SPAC Sponsor and the Previous SPAC Sponsor shall collectively forfeit to the Acquiror one share of Acquiror Class A Common Stock for each $10.00 shortfall of the Cash Amount of $25,000,000 pro rata in accordance with their proportionate ownership of the Founder’s Shares; provided that, the Previous SPAC Sponsor shall only forfeit up to 250,000 shares of Acquiror Class A Common Stock and after the Previous SPAC Sponsor has forfeited 250,000 shares of Acquiror Class A Common Stock any further forfeiture will be borne 100% by the SPAC Sponsor. (c) At the Closing and simultaneously with the Acquisition Effective Time, Acquiror shall issue and deliver to the Company Stockholders and Company Noteholders in respect of the issued and outstanding shares of Company Stock held by the Company Stockholders as of immediately prior to the Acquisition Effective Time, (i) an aggregate of 65,000,000 shares of Acquiror Class A Common Stock, allocated among the Company Stockholders as set forth in Schedule II.8(c), to be amended by the Company from time to time until the CF Offerings have been closed, but no later than CF Closing Date, which such shares shall be newly and validly issued, credited as fully paid and be free and clear of any Liens (other than generally applicable transfer restricti...
Sample 1
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Related to Closing; Closing Share Consideration

  • NOW, THEREFORE the parties hereto agree as follows:

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Definitions For purposes of this Agreement:

  • Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

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