Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date: (i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and (iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing. b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects. c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that: (i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date; (ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects; (iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement; (iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and (v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 5 contracts
Samples: Subscription Agreement (Fifth Wall Acquisition Corp. III), Subscription Agreement (Fifth Wall Acquisition Corp. III), Subscription Agreement (Fifth Wall Acquisition Corp. III)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the 2 above:
(a) The Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority of competent jurisdiction shall have enactedrendered, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making which then makes the consummation of the transactions contemplated hereby illegal or otherwise restraining then restrains or prohibiting prohibits the consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under set forth in the Transaction Agreement shall have been satisfied or waived, waived (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing).
b. (b) The obligation obligations of the Company to consummate the Closing is are also subject to the satisfaction or valid waiver by the Company of the additional conditions that: , on the Closing Date:
(i) all representations and warranties of the Investor Subscriber contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and ;
(ii) the Subscriber shall have delivered the Purchase Price in compliance with the terms of this Subscription Agreement; and
(iii) the Subscriber shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. (c) The obligation obligations of the Investor Subscriber to consummate the Closing is are also subject to the satisfaction or valid waiver by the Investor Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing;
(iii) no amendment of the Transaction Agreement Shares shall have been approved for listing on Nasdaq (as the same exists on the date hereof) shall have occurred that would reasonably be expected defined below), subject to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension notice of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurredissuance thereof; and
(viv) there shall have been no amendment, waiver, waiver or modification to any the Other Subscription Agreement on or prior to Agreements that materially benefits the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) Subscribers thereunder unless the Investor Subscriber has been offered substantially similar benefits in writingthe same benefits.
Appears in 5 contracts
Samples: Business Combination Agreement (HighCape Capital Acquisition Corp.), Business Combination Agreement (HighCape Capital Acquisition Corp.), Subscription Agreement (HighCape Capital Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation The obligations of the parties hereto Company to consummate the Closing is transactions contemplated hereunder are subject to the satisfaction or valid waiver by each party of the conditions that, at the Subscription Closing:
i. all representations and warranties of the undersigned contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to “materiality” or “Material Adverse Effect”, which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing as though made on the Closing DateDate (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date), and consummation of the Subscription Closing shall constitute a reaffirmation by the undersigned of each of the representations, warranties and agreements of such party contained in this Subscription Agreement as of the Subscription Closing; and
ii. the undersigned shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed or complied by the undersigned at or prior to the Subscription Closing.
b. The obligations of the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:
(i) no suspension i. all representations and warranties of the qualification Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to “materiality” or “Material Adverse Effect”, which representations and warranties shall be true and correct in all respects) at and as of the Shares Subscription Closing as though made on the Closing Date (except for offering or sale or trading those representations and warranties that speak as of a specific date, which shall be so true and correct in any jurisdiction, or initiation or threatening of any proceedings for any all material respects as of such purposesspecified date), other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct as of such specified date in all respects), and consummation of the Subscription Closing shall constitute a reaffirmation by the Company to the undersigned of its representations, warranties and agreements contained in this Subscription Agreement as of the Subscription Closing;
ii. the Company shall have occurred;performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed or complied by the Company at or prior to the Subscription Closing; and
(ii) iii. there shall have been no applicable amendment, waiver or modification to one or more of the Other Subscription Agreements that reasonably would be expected to materially benefit one or more of the Other Subscribers thereunder unless the undersigned has been offered the same benefits.
c. The obligations of each of the Company and the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:
i. no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyprohibition; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) . no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing initiation or threatening of the Class A ordinary shares on the Nasdaq any proceedings for any of such purposes, shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingoccurred and be continuing.
Appears in 5 contracts
Samples: Subscription Agreement (Wallbox N.V.), Subscription Agreement (Wallbox N.V.), Subscription Agreement (Wallbox N.V.)
Closing Conditions. a. In addition (a) As a condition to the conditions Purchaser’s obligation to Closing set forth in Section 2close, at the Closing, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by Company shall have satisfied each party of the conditions thatset forth below or shall deliver or cause to be delivered to Purchaser the items set forth below, on the Closing Dateas appropriate:
(i) no suspension of this Agreement duly executed by the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurredCompany;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making Warrants duly executed by the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; andCompany;
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific dateby the Company herein, which including in Annex II hereto, shall be true and correct in all material respects on the date made and on the date of the Closing;
(other than representations iv) all covenants, agreements and warranties that are qualified as conditions contained in this Agreement, including in Annex II hereto, to materiality be performed by the Company on or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation prior to the date of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed or complied with in all material respects; and
(v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement.
c. The obligation of the Investor to consummate the Closing is also subject (b) As a condition to the satisfaction or waiver by Company’s obligation to close, at the Investor Closing, Purchaser shall have satisfied each of the conditions thatset forth below or shall deliver or cause to be delivered to the Company the items set forth below, as appropriate:
(i) all this Agreement duly executed by Purchaser;
(ii) the Purchaser shall have complied with its obligations relating to settlement, funding and closing set forth on Annex I hereto (the terms of which are expressly incorporated into this Agreement);
(iii) the representations and warranties of the Company contained in this Subscription Agreement made by Purchaser herein shall be true and correct in all material respects on the date made and on the date of the Closing;
(other than representations iv) Purchaser shall have performed, satisfied and warranties that are qualified as complied in all material respects with all covenants, agreements and conditions required by this Agreement to materiality be performed, satisfied or complied with by Purchaser at or before the Closing; and
(v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement.
(c) As of the date of the Closing, there shall have been no Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respectsbelow) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as with respect to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on since the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;.
(ivd) no suspension of Purchaser’s obligation to purchase the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior Units will be subject to the Closing that benefits such Other Investors (other than terms particular to termination rights set forth in the regulatory requirements of such Other Investors or related funds) unless the Investor has Placement Agency Agreement having not been offered substantially similar benefits in writingexercised.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Greenlane Holdings, Inc.), Securities Purchase Agreement (KushCo Holdings, Inc.), Securities Purchase Agreement (KushCo Holdings, Inc.)
Closing Conditions. a. In addition (a) Subject to the terms and conditions of this Agreement, from the date of this Agreement to the Closing or the earlier termination of this Agreement pursuant to Article IX, the Manager and the Company shall use commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all authorizations, consents, waivers, approvals, permits or orders from Governmental Authorities or other Persons, and to do or cause to be done all other things necessary, proper or advisable, in order to cause the conditions set forth in Section 2, the obligation of the parties hereto 4.01 to be satisfied and to consummate the Closing is subject to transactions contemplated herein as soon as reasonably practicable after the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
set forth in Section 4.01 (i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing) and allow the Business to be operated immediately following the Closing in the same manner as it is operated prior to the Closing; provided that neither the Company nor the Manager shall be required to expend any funds to obtain any governmental or third party consents required under Section 4.01(d), other than de minimis amounts and fees and expenses of their Representatives.
b. The obligation (b) Subject to the terms and conditions of this Agreement (including Section 5.02 above), from the Company date of this Agreement to the Closing or the earlier termination of this Agreement pursuant to Article IX, the Parent shall use commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all authorizations, consents, waivers, approvals, permits or orders from Governmental Authorities or other Persons, and to do or cause to be done all other things necessary, proper or advisable, in order to cause the conditions set forth in Section 4.02 to be satisfied and to consummate the Closing is also subject to transactions contemplated herein as soon as reasonably practicable after the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained set forth in this Subscription Agreement are true and correct in all material respects Section 4.02 (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement those to be performed by it satisfied at or prior to the Closing Date shall have been performed in all material respectsClosing).
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 4 contracts
Samples: Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (a) The obligation of the parties hereto each Purchaser to consummate purchase and acquire Securities at the Closing is subject to the satisfaction or valid waiver by each party of the conditions thatfulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date:, of each of the following conditions, any of which may be waived in writing by such Purchaser (as to itself only):
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor Company contained in this Subscription Agreement are herein shall be true and correct in all material respects (other than except for those representations and warranties that which are qualified as to materiality or Material Adverse Effect (as defined herein)Effect, in which case such representations and warranties shall be true and correct in all respects) at as of the date when made and as of the Closing Date (Date, as though made on and as of such date, except for such representations and warranties made that speak as of a specific date, date which shall be true and correct in all material respects (other than except for those representations and warranties that which are qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company (with respect to the obligations of the Purchasers) required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed performed, satisfied and complied with in all material respects;
(iii) no amendment statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Agreement Documents;
(iv) the Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Securities, all of which shall be and remain so long as necessary in full force and effect;
(v) the same exists on Company shall have delivered the Company Deliverables in accordance with Section 2.2(a); and
(vi) since the date hereof) , no event or circumstance or series of events or circumstances shall have occurred that has had or would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;have a Material Adverse Effect.
(ivb) no suspension The Company’s obligation to sell and issue the Securities at the Closing to each Purchaser is subject to the fulfillment to the satisfaction of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:
(i) the representations and warranties made by such Purchaser contained herein shall be true and correct in all material respects (except for those representations and warranties which are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of the date when made, and as of the Closing Date as though made on and as of such date, except for representations and warranties that benefits speak as of a specific date;
(ii) all obligations, covenants and agreements of such Other Investors (other than terms particular Purchaser required to be performed at or prior to the regulatory requirements Closing Date shall have been performed, satisfied and complied with in all material respects;
(iii) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents; and
(iv) such Other Investors or related funds) unless Purchaser shall have delivered the Investor has been offered substantially similar benefits Purchaser Deliverables in writingaccordance with Section 2.2(b).
Appears in 4 contracts
Samples: Securities Purchase Agreement (Incannex Healthcare Inc.), Securities Purchase Agreement (Organovo Holdings, Inc.), Securities Purchase Agreement (Organovo Holdings, Inc.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation (a) The obligations of the parties hereto Company hereunder with respect to consummate any Purchaser in connection with the Closing is are subject to the satisfaction or valid waiver by each party of the following conditions that, on the Closing Datebeing met:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct accuracy in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of on the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor such Purchaser contained in this Subscription Agreement as of the Closing Date and herein (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made unless as of a specific date, date therein in which case they shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) accurate as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company such Purchaser required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment the delivery by such Purchaser of the items set forth in Section 2.4(b) of this Agreement; and
(iv) NYSE MKT shall have raised no objection to the consummation of the transactions contemplated by the Transaction Agreement Documents.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the representations and warranties made by the Company in Article 3 hereof qualified as the same exists on to materiality shall be true and correct as of the date hereofhereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Article 3 hereof not qualified as to materiality shall be true and correct in all material respects as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date, whether under this Agreement or the other Transaction Documents, shall have occurred that would reasonably be expected to materially and adversely affect been performed in all material respects;
(iii) the economic benefits that delivery by the Investor would reasonably expect to receive under Company of the items set forth in Section 2.4(a) of this Subscription Agreement;
(iv) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Units and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect, except for such that could not reasonably be expected to have a Material Adverse Effect;
(v) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or Proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents;
(vi) no stop order or suspension of trading shall have been imposed by NYSE MKT, the qualification Commission or any other governmental or regulatory body with respect to public trading in the Common Stock;
(vii) NYSE MKT shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents;
(viii) the Company shall have made available to the Purchasers upon request customary lock-up agreements from each director and officer of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing BioTime, Inc., with a lock-up period of the Class A ordinary shares on the Nasdaq shall have occurredat least 90 days; and
(vix) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior Material Adverse Effect with respect to the Closing that benefits such Other Investors (other than terms particular to Company since the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingdate hereof.
Appears in 4 contracts
Samples: Securities Purchase Agreement (OncoCyte Corp), Securities Purchase Agreement (OncoCyte Corp), Securities Purchase Agreement (Biotime Inc)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing issuance, purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction following conditions: (a) there shall not be in force any injunction or valid waiver by each party of order enjoining or prohibiting the conditions that, on the Closing Date:
(i) no suspension of the qualification issuance and sale of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
under this Subscription Agreement; (ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iiib) all conditions precedent to the closing of the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, waived (as determined by the parties to the Transaction Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied fulfilled at or substantially contemporaneously with the Transaction Closing.
b. The obligation closing of the Company to consummate the Closing is also subject Transaction); (c)(i) solely with respect to the satisfaction or waiver by Investor’s obligation to close, the Company of the conditions that: (i) all representations and warranties of made by Issuer, and (ii) solely with respect to Issuer’s obligation to close, the Investor contained representations and warranties made by the Investor, in each case, in this Subscription Agreement are shall be true and correct in all material respects (as of each Closing Date other than (x) those representations and warranties that are qualified as to materiality or by materiality, Material Adverse Effect (as defined herein)or similar qualification, which shall be true and correct in all respects as of such Closing Date and (y) those representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties expressly made as of a specific an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are or, if qualified as to materiality or by materiality, Material Adverse EffectEffect or similar qualification, which representations and warranties shall be true in all respects) as of such date), and in each case without giving effect to the consummation of the Closing shall constitute a reaffirmation by Transactions; (d)(i) solely with respect to the Investor of each of Investor’s obligation to purchase the representations and warranties of the Investor contained in Committed Shares pursuant to this Subscription Agreement as of the Closing Date Agreement, Issuer shall have performed, satisfied and (ii) complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to each Closing, and (ii) solely with respect to the Closing Date Issuer’s obligation to issue and sell the Shares pursuant to this Subscription Agreement, Investor shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations performed, satisfied and warranties of the Company contained in this Subscription Agreement shall be true and correct complied in all material respects (other than representations with all covenants, agreements and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to each Closing; (e) solely with respect to the Closing Date shall have been performed in all material respects;
(iii) no amendment of Investor’s obligation to purchase the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected Committed Shares pursuant to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension , none of the qualification Issuer, the Company or any of the Company’s Class A ordinary shares for offering their respective affiliates shall have entered into any Other Subscription Agreement with a lower Per Share Purchase Price or sale other terms (economic or trading otherwise) more favorable in any jurisdictionmaterial respect to such Other Investor than as set forth in this Subscription Agreement other than any other agreement contemplated by the Transaction Agreement, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall not have been no any amendment, waiver, waiver or modification to any Other Subscription Agreement on or prior to the Closing that materially benefits such any Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) Investor unless the Investor has been offered substantially similar benefits in writingthe same benefit.
Appears in 4 contracts
Samples: Subscription Agreement (ACE Convergence Acquisition Corp.), Subscription Agreement (ACE Convergence Acquisition Corp.), Subscription Agreement (ACE Convergence Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation The obligations of the parties hereto Company and the SPAC to consummate the Closing is transactions contemplated hereunder are subject to the satisfaction or valid waiver by each party of the conditions that, at the Subscription Closing:
i. all representations and warranties of the undersigned contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to “materiality” or “Material Adverse Effect”, which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing as though made on the Subscription Closing Date(except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date), and consummation of the Subscription Closing shall constitute a reaffirmation by the undersigned of each of the representations, warranties and agreements of such party contained in this Subscription Agreement as of the Subscription Closing; and
ii. the undersigned shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed or complied by the undersigned at or prior to the Subscription Closing.
b. The obligations of the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:
(i) no suspension i. all representations and warranties of the qualification Company and the SPAC contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to “materiality” or “Material Adverse Effect”, which representations and warranties shall be true and correct in all respects) at and as of the Shares Subscription Closing as though made on the Subscription Closing (except for offering or sale or trading those representations and warranties that speak as of a specific date, which shall be so true and correct in any jurisdiction, or initiation or threatening of any proceedings for any all material respects as of such purposesspecified date), other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct as of such specified date in all respects), and consummation of the Subscription Closing shall constitute a reaffirmation by the Company and the SPAC to the undersigned of each of the representations, warranties and agreements of such party contained in this Subscription Agreement as of the Subscription Closing;
ii. the Company and the SPAC shall have occurredperformed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed or complied by the Company and the SPAC, respectively, at or prior to the Subscription Closing;
iii. the terms of the Transaction Agreement (iias the same exists as of the date hereof in the form provided to the Subscriber) shall not have been amended in a manner that would reasonably be expected to materially and adversely affect the benefits the undersigned would reasonably expect to receive under this Subscription Agreement;
iv. there shall have been no applicable amendment, waiver or modification to one or more of the Other Subscription Agreements that reasonably would be expected to materially benefit one or more of the Other Subscribers thereunder unless the undersigned has been offered the same benefits; and
v. the Shares shall have been approved for listing on the New York Stock Exchange (the “NYSE”) or Nasdaq, subject to notice of issuance thereof.
c. The obligations of each of the Company, the SPAC and the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:
i. no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; andprohibition;
(iii) ii. all conditions precedent to the Transaction Closing under set forth in the Transaction Agreement Agreement, including all necessary approvals of the Company’s shareholders and the SPAC’s stockholders and regulatory approvals, if any, shall have been satisfied or waived, waived as determined by the parties to the Transaction Agreement (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation closing of the Company to consummate the Closing is also Transaction, but subject to the satisfaction or waiver by thereof at the Company of Transaction Closing) and the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Transaction Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.or will be consummated substantially concurrently with the Subscription Closing; and
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) . no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing initiation or threatening of the Class A ordinary shares on the Nasdaq any proceedings for any of such purposes, shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingoccurred and be continuing.
Appears in 4 contracts
Samples: Subscription Agreement (Wallbox N.V.), Subscription Agreement (Kensington Capital Acquisition Corp. II), Subscription Agreement (Wallbox B.V.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Datefollowing conditions:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iiiii) (A) all conditions precedent to the Transaction Closing under closing of the Transaction contained in the Business Combination Agreement shall have been satisfied or waived, (as determined by the parties to the Business Combination Agreement and other than those conditions under the Transaction Business Combination Agreement which, by their nature, are to be satisfied fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing.
b. The obligation of the Company SPAC to consummate the Closing is also issuance and sale of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Company of the conditions that: that (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific datequalified by materiality, which shall be true and correct in all material respects (other than and those representations and warranties that are qualified speak as to materiality or Material Adverse Effectof a specified earlier date, which representations and warranties shall be so true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date Closing; and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also purchase of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver conditions (which may be waived by the Investor of the conditions that:
Investor) that (i) all representations and warranties of the Company SPAC contained in this Subscription Agreement shall be true and correct in all material respects at and as of the Closing (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at respects and as of the Closing Date (except for those representations and warranties made that speak as of a specific specified earlier date, which shall be so true and correct in all material respects (other than representations and warranties that are or, if qualified as to by materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Company SPAC of each of the representations and warranties of the Company SPAC contained in this Subscription Agreement as of the Closing Date;
Closing; (ii) all obligations, covenants and agreements of the Company SPAC required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
; and (iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waivernew Other Subscription Agreements, or modification to any amendments, waivers or modifications of Other Subscription Agreement on or prior Agreements, which have terms and conditions thereunder that are materially more advantageous to the Closing that benefits such Other Investors (other than terms particular Investor thereunder as compared to the regulatory requirements of such Other Investors or related funds) this Subscription Agreement unless the Investor has been offered the substantially similar benefits in writing(excluding Strategic Arrangements (as defined below) and Existing Company Equity Holder Arrangements (as defined below)).
Appears in 4 contracts
Samples: Business Combination Agreement (ESGEN Acquisition Corp), Business Combination Agreement (ESGEN Acquisition Corp), Subscription Agreement (ESGEN Acquisition Corp)
Closing Conditions. a. In addition to the conditions to Closing condition set forth in the first sentence of Section 2, the obligation of the parties hereto to consummate the 2(a) above:
(a) The Closing is also subject to the satisfaction or valid waiver by each party of Parent, Pubco and Subscriber of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares Securities for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyprohibition; and
(iii) all material conditions precedent to the Transaction Closing under set forth in the Transaction Agreement shall have been satisfied or waived, waived (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing).
b. (b) The obligation obligations of the Company Parent and Pubco to consummate the Closing is are also subject to the satisfaction or valid waiver by the Company Parent and Pubco of the additional conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of on the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions thatDate:
(i) all representations and warranties of the Company Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing Closing, shall constitute a reaffirmation by the Company Subscriber of each of the representations representations, warranties and warranties agreements of the Company Subscriber contained in this Subscription Agreement as of the Closing Date;; and
(ii) the Subscriber shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Company conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to Closing.
(c) The obligations of the Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by the Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of Parent, Pubco and Target contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall have been performed be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects;
(iii) no amendment as of such date), and consummation of the Transaction Agreement (as Closing, shall constitute a reaffirmation by Parent, Pubco and Target of each of the same exists on the date hereof) shall have occurred that would reasonably be expected to materially representations, warranties and adversely affect the economic benefits that the Investor would reasonably expect to receive under agreements of Parent, Pubco and Target contained in this Subscription Agreement;
(iv) no suspension Agreement as of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurredClosing Date; and
(vii) there Parent, Pubco and Target each shall have been no amendmentperformed, waiversatisfied and complied in all material respects with all covenants, or modification to any Other agreements and conditions required by this Subscription Agreement on to be performed, satisfied or complied with by it at or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingClosing.
Appears in 3 contracts
Samples: Subscription Agreement (Globalink Investment Inc.), Subscription Agreement (Globalink Investment Inc.), Subscription Agreement (Globalink Investment Inc.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation obligations of the Company to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Company of the conditions that: (i) , at the Subscription Closing:
i. all representations and warranties of the Investor undersigned contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing as though made on the Subscription Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date), and consummation of the Subscription Closing shall constitute a reaffirmation by the Investor undersigned of each of the representations representations, warranties and warranties agreements of the Investor undersigned contained in this Subscription Agreement as of the Closing Date and (ii) all obligationsSubscription Closing, covenants and agreements but in each case without giving effect to consummation of the Investor Transaction; and
ii. the undersigned shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsAgreement.
c. b. The obligation obligations of the Investor undersigned to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Investor of the conditions that, at the Subscription Closing:
(i) i. all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing Date as though made on the Subscription Closing (except for those representations and warranties made that speak as of a specific date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Subscription Closing shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company contained in this Subscription Agreement as of the Closing DateSubscription Closing, but in each case without giving effect to consummation of the Transaction;
(ii) all obligations, covenants and agreements of . the Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed by it at Agreement; and
iii. no amendment, modification or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment waiver of the Transaction Agreement (as the same exists on the date hereofdefined below) shall have occurred that reasonably would reasonably be expected to materially and adversely affect the economic benefits that the Investor Subscriber reasonably would reasonably expect to receive under this Subscription Agreement.
c. The obligations of each of the Company and the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:
i. no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;
ii. all conditions precedent to the closing of the Transaction set forth in the Transaction Agreement, including the approval of the Company’s stockholders and regulatory approvals, if any, shall have been satisfied or waived (iv) other than those conditions which, by their nature, are to be satisfied by a party to the Transaction Agreement at the closing of the Transaction, but subject to satisfaction or waiver by such party of such conditions as of the closing of the Transaction); and
iii. no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing initiation or threatening of the Class A ordinary shares on the Nasdaq any proceedings for any of such purposes, shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingoccurred and be continuing.
Appears in 3 contracts
Samples: Subscription Agreement (Tuscan Holdings Corp.), Subscription Agreement (Tuscan Holdings Corp.), Subscription Agreement (Tuscan Holdings Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing sale, purchase and issuance of the Securities pursuant to this Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
condition that (i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated herebyhereby and (ii) the Merger Agreement by and among TLG Acquisition One Corp. (“New Parent”), Eagle Merger Corp. and no governmental authority shall have instituted or threatened Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyaccordance with its terms; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company Issuer to consummate the sale and issuance of the Securities at the Closing is also pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Company Issuer of the additional conditions that: :
(i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and Date; and
(ii) all obligations, covenants and agreements of the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. The obligation of the Investor to consummate the purchase of the Securities at the Closing is also pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Investor of the additional conditions that:
(i) all representations and warranties of the Company Issuer contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Date, and consummation of the Closing shall constitute a reaffirmation by the Company Issuer of each of the representations and warranties of the Company Issuer contained in this Subscription Agreement in all material respects as of the Closing Date;
(ii) the Issuer shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Company conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;Closing; and
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) Issuer shall have occurred that would reasonably be expected to materially and adversely affect filed the economic benefits that Certificate of Incorporation with the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension Delaware Secretary of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingState.
Appears in 3 contracts
Samples: Securities Purchase Agreement (TLG Acquisition One Corp.), Securities Purchase Agreement (TLG Acquisition One Corp.), Securities Purchase Agreement (TLG Acquisition One Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation obligations of the Company to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Company of the conditions that: (i) , at the Subscription Closing:
i. all representations and warranties of the Investor Subscriber contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing as though made on the date of the Subscription Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date), but in each case without giving effect to the Transaction Closing (collectively, the “Subscriber Bring-Down Condition”), and the Subscriber agrees that consummation of the Subscription Closing shall constitute a reaffirmation certification by the Investor of each of Subscriber to the representations Company that the Subscriber Bring-Down Condition has been satisfied; and
ii. the Subscriber shall have performed or complied in all material respects with all agreements and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsAgreement.
c. b. The obligation obligations of the Investor Subscriber to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Investor of the conditions that, at the Subscription Closing:
(i) i. all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing Date as though made on the date of the Subscription Closing (except for those representations and warranties made that speak as of a specific date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such specified date), but in each case without giving effect to the Transaction Closing (except as otherwise provided herein) (collectively, the “Company Bring- Down Condition”), and the Company agrees that consummation of the Subscription Closing shall constitute a reaffirmation certification by the Company of each of to the representations and warranties of Subscriber that the Company contained in this Subscription Agreement as of the Closing DateBring-Down Condition has been satisfied;
(ii) all obligations, covenants and agreements of . the Company shall have performed, satisfied or complied in all material respects with all agreements, conditions and covenants required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsAgreement;
(iii) . no amendment amendment, modification or waiver of the Transaction Agreement (as the same exists on defined below) from and after the date hereof) hereof shall have occurred that reasonably would reasonably be expected to materially and adversely affect the economic benefits that the Investor Subscriber reasonably would reasonably expect to receive under this Subscription AgreementAgreement without having received the Subscriber’s prior written consent;
iv. the Company shall have filed with the NYSE (as defined below) an application or supplemental listing application for the listing of the Shares and the Shares shall have been approved for listing, subject to official notice of issuance;
v. there shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially economically benefits the Other Subscribers thereunder unless the Subscriber has been offered the same benefits;
vi. all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including the NYSE and any stockholder approval required by the rules and regulations of the NYSE) or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares) required to be made in connection with the issuance and sale of the Shares shall have been obtained or made, except where the failure to so obtain or make would not prevent the Company from consummating the transactions contemplated hereby, including the issuance and sale of the Shares; and
vii. there shall not have occurred any Material Adverse Effect.
c. The obligations of each of the Company and the Subscriber to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:
i. no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;
ii. all conditions precedent to the Transaction Closing set forth in the Transaction Agreement, including the approval of the Company’s stockholders and regulatory approvals, if any, shall have been satisfied or waived (other than those conditions which, by their nature, are to be satisfied by a party to the Transaction Agreement at the Transaction Closing, but subject to satisfaction or waiver by such party of such conditions as of the Transaction Closing) and the closing of the Transaction shall be scheduled to occur substantially concurrently with or immediately following the Closing;
iii. the subscriptions contemplated by the Other Subscription Agreements executed by the Other Subscribers shall have been or will be consummated substantially concurrently with the Closing; and
iv) . no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing initiation or written threats of the Class A ordinary shares on the Nasdaq any proceedings for any of such purposes, shall have occurred; andoccurred and be continuing.
(v) there d. Prior to or at the Subscription Closing, Subscriber shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior deliver to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors Company a duly completed and executed Internal Revenue Service Form W-9 or related funds) unless the Investor has been offered substantially similar benefits in writingappropriate Form W-8.
Appears in 3 contracts
Samples: Subscription Agreement (DPCM Capital, Inc.), Subscription Agreement (DPCM Capital, Inc.), Subscription Agreement (DPCM Capital, Inc.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the 2 above:
(a) The Closing is also subject to the satisfaction or valid waiver in writing by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority of competent jurisdiction shall have enactedrendered, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making which then makes the consummation of the transactions contemplated hereby illegal or otherwise restraining then restrains or prohibiting prohibits the consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under set forth in the Transaction Agreement shall have been satisfied or waived, waived (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing).
b. (b) The obligation obligations of the Company to consummate the Closing is are also subject to the satisfaction or waiver in writing by the Company of the additional conditions that: , on the Closing Date:
(i) all representations and warranties of the Investor Subscriber contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and ;
(ii) the Subscriber shall have delivered the Purchase Price in compliance with the terms of this Subscription Agreement; and
(iii) the Subscriber shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. (c) The obligation obligations of the Investor Subscriber to consummate the Closing is are also subject to the satisfaction or waiver in writing by the Investor Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing;
(iii) the Shares shall have been approved for listing on Nasdaq (as defined below), subject to notice of issuance thereof;
(iv) no amendment amendment, waiver or modification of any provision of the Transaction Agreement (as the same exists on the date hereofhereof and as provided to the Subscriber) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurredTarget; and
(v) there shall have been no amendment, waiver, waiver or modification to any the Other Subscription Agreement on or prior to Agreements that materially benefits the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) Subscribers thereunder unless the Investor Subscriber has been offered substantially similar benefits in writingthe same benefits.
Appears in 3 contracts
Samples: Subscription Agreement (HighCape Capital Acquisition Corp.), Business Combination Agreement (HighCape Capital Acquisition Corp.), Subscription Agreement (HighCape Capital Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Equity Support Shares pursuant to this Equity Support Agreement is subject to the satisfaction following conditions: (a) there shall not be in force any injunction or valid waiver by each party order from an entity having jurisdiction that enjoins or prohibits the issuance and sale of the conditions that, on the Closing Date:
Equity Support Shares under this Equity Support Agreement; (i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iiib) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, waived (as determined by the parties to the Transaction Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied fulfilled at or substantially contemporaneously with the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: ); (c) (i) all solely with respect to each Subscriber’s obligation to close, the representations and warranties of made by the Investor contained Issuer, and (ii) solely with respect to the Issuer’s obligation to close, the representations and warranties made by the applicable Subscriber in this Subscription Equity Support Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date other than (except for x) those representations and warranties which are qualified by materiality, Material Adverse Effect or similar qualification, which shall be true and correct in all respects as of the Closing Date, and (y) those representations and warranties expressly made as of a specific an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are or, if qualified as to materiality or by materiality, Material Adverse EffectEffect or similar qualification, which representations and warranties shall be true in all respects) as of such date), and in each case without giving effect to the consummation of the Transactions; (d) solely with respect to each Subscriber’s obligation to close, at or prior to the Transaction Closing, Issuer shall have received cash proceeds from the PIPE Investment of at least $45.0 million in an aggregate amount, all of which shall be immediately available to Issuer upon the Transaction Closing (the “PIPE Cash”); (e) solely with respect to each Subscriber’s obligation to close, there shall constitute have been no notice of default delivered pursuant to, an event of default occurring or be continuing under, and no acceleration of amounts outstanding under the indenture dated December 30, 2021, between the Issuer and Wilmington Savings Fund Society, FSB, as trustee governing the Issuer’s $50 million aggregate principal amount of convertible notes; (f) solely with respect to each Subscriber’s obligation to close, the applicable Collateral Account Deposit and the Option Premium Payment shall have been completed and each Subscriber shall have a reaffirmation valid and perfected first priority security interest in their applicable Collateral Accounts and shall have control (within the meaning of Section 8-106 and 9-106 of the Uniform Commercial Code as in effect in the State of New York) of the Collateral Accounts pursuant to the Control Agreement, such Control Agreement and the Pledge Agreement to be in the form and substance reasonably satisfactory to such Subscriber and such Pledge Agreement has been ratified by the Investor of each Issuer and the Issuer shall have paid to the Securities Intermediary or deposited into the Collateral Account the maximum amount of the representations Securities Intermediary’s fees and warranties expenses payable pursuant to the Control Agreement; (g) solely with respect to each Subscriber’s obligation to close, on the Closing Date the Issuer shall have delivered to the Subscribers a solvency certificate (the “Solvency Certificate”) with respect to the Issuer signed by a director, the chief executive officer or the chief financial officer of the Investor contained in this Subscription Agreement Issuer certifying as to the solvency of the Issuer as of the date hereof, (if different) the date of each Pledge Agreement and as of and immediately after the Closing Date within the same certificate, which Solvency Certificate is reasonably satisfactory to the Subscribers; (h) solely with respect to each Subscriber’s obligation to close, the forms of representation letters and certificates required from such Subscriber and its broker (iinominee) all obligationshave been agreed to by the parties, covenants and agreements such representation letters and certificates shall have been executed by such Subscriber’s broker (nominee) and delivered to the Issuer and its counsel prior to the Transaction Closing so that the Equity Support Shares will be delivered to each Subscriber or such Subscriber’s nominee through the facilities of The Depository Trust Company (the “DTC”), maintained in the form of book entries on the books of the Investor DTC and allowed to be settled through the DTC’s regular book-entry settlement services without any restrictive legend within five (5) business days after the Effectiveness Deadline (as defined below); (i) solely with respect to each Subscriber’s obligation to close, the Issuer shall have caused its Cayman Islands counsel to deliver to the Subscribers at the Transaction Closing an opinion regarding the validity of this Equity Support Agreement and the transactions contemplated hereby, such opinion to be in form and substance reasonably satisfactory to the Subscribers; (j) (A) solely with respect to each Subscriber’s obligation to close, the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Equity Support Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date Closing, and (B) solely with respect to the Issuer’s obligation to close, the applicable Subscriber shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations performed, satisfied and warranties of the Company contained in this Subscription Agreement shall be true and correct complied in all material respects (other than representations with all covenants, agreements and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company conditions required by this Subscription Equity Support Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing. For the avoidance of doubt, PIPE Cash excludes (1) any proceeds raised pursuant to an Excluded Financing (as defined below) and (2) proceeds from the Trust Account (as defined below); and (k) solely with respect to each Subscriber's obligation to close, on or before the Closing Date the Issuer shall have been performed in all material respects;
(iii) no amendment delivered to the Subscribers certified copies of resolutions of the Transaction board of directors and the Shaolin transaction committee passed expressly authorizing this Equity Support Agreement, each Pledge Agreement (as the same exists on the date hereof) shall have occurred that would and each Control Agreement, in form and substance reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior satisfactory to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingSubscribers.
Appears in 3 contracts
Samples: Equity Support Agreement (TH International LTD), Equity Support Agreement (TH International LTD), Equity Support Agreement (Silver Crest Acquisition Corp)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation (a) The obligations of the parties hereto Company hereunder with respect to consummate any Purchaser in connection with the applicable Closing is are subject to the satisfaction or valid waiver by each party of the following conditions that, on the Closing Datebeing met:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct accuracy in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of on the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor such Purchaser contained in this Subscription Agreement herein (unless as of the Closing Date and a specific date therein in which case they shall be accurate in all material respects as of such date);
(ii) all obligations, covenants and agreements of the Investor such Purchaser required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects; and
(iii) the delivery by such Purchaser of the items set forth in Section 2.4(b) of this Agreement.
c. (b) The obligation respective obligations of the Investor to consummate Purchasers hereunder in connection with the applicable Closing is also in are subject to the satisfaction or waiver by the Investor of the following conditions thatbeing met:
(i) all the representations and warranties made by the Company in ARTICLE 3 hereof qualified as to materiality shall be true and correct as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company contained in this Subscription Agreement ARTICLE 3 hereof not qualified as to materiality shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the date hereof and the Closing Date (Date, except for representations and warranties made to the extent any such representation or warranty expressly speaks as of a specific an earlier date, in which case such representation or warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the applicable Closing Date Date, whether under this Agreement or the other Transaction Documents, shall have been performed in all material respects;
(iii) no amendment the delivery by the Company of the Transaction Agreement (as the same exists on the date hereofitems set forth in Section 2.4(a) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under of this Subscription Agreement;
(iv) no suspension the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the qualification purchase and sale of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, Shares and no suspension or removal from listing the consummation of the Class A ordinary shares on other transactions contemplated by the Nasdaq Transaction Documents, all of which shall be in full force and effect, except for such that would not reasonably be expected to have occurred; anda Material Adverse Effect;
(v) there no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no amendmentaction or proceeding shall have been instituted by any governmental authority, waiverenjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents;
(vi) the Automatic Conversion shall have occurred and each of the Prior Agreements shall have been terminated; provided, or modification however, that the Amended and Restated Investor Rights Agreement between the Company and certain of its stockholders dated as of November 21, 2012, as amended, shall be terminated only with respect to any Other Subscription Agreement Sections 3 and 4 thereof (such conversion and termination to occur effective on or prior to the Initial Closing that benefits such Other Investors Date); and
(other than terms particular vii) at the Initial Closing, the Purchasers shall be committed to the regulatory requirements purchasing a minimum of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing$7,500,000.00 worth of Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sonim Technologies Inc), Securities Purchase Agreement (Sonim Technologies Inc)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation obligations of the Company to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Company of the conditions that: (i) , at the applicable Closing Date:
i. all representations and warranties of the Investor Subscriber contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true and correct in all respects) at and as of such Closing Date as though made on such Closing Date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of such specified date) (collectively, the “Subscriber Bring-Down Condition”), and the Subscriber agrees that consummation of the transactions contemplated hereunder on such Closing Date shall constitute a reaffirmation certification by the Investor of each of Subscriber to the representations Company that the Subscriber Bring-Down Condition has been satisfied; and
ii. the Subscriber shall have performed or complied in all material respects with all agreements and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed or complied with by it the Subscriber at or prior to the such Closing Date shall have been performed in all material respectsDate.
c. b. The obligation obligations of the Investor Subscriber to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Investor of the conditions that, at the applicable Closing Date:
(i) i. all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the such Closing Date as though made on such Closing Date (except for those representations and warranties made that speak as of a specific date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such specified date) (collectively, the “Company Bring-Down Condition”), and the Company agrees that consummation of the transactions contemplated hereunder on such Closing Date shall constitute a reaffirmation certification by the Company of each of to the representations and warranties of Subscriber that the Company contained in this Subscription Agreement as of the Closing DateBring-Down Condition has been satisfied;
(ii) all obligations, covenants and agreements of . the Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsAgreement;
(iii) . no amendment amendment, modification or waiver of any provision of the Transaction Agreement (as defined below and as the same exists on the date hereof) shall have occurred that reasonably would reasonably be expected to materially and adversely affect the economic benefits that the Investor Subscriber reasonably would reasonably expect to receive under this Subscription Agreement, without having received the Subscriber’s prior written consent, which such prohibition, for the avoidance of doubt, shall not include the waiver of any minimum cash condition set forth in the Transaction Agreement by the Company and/or Mobix; iv. no amendment, modification or waiver of one or more of the Other Subscription Agreements (including via a side letter or other agreement) shall be executed that materially benefits one or more Other Subscribers unless the Subscriber has been offered the same benefits; and
v. the Company shall have filed with the Nasdaq Stock Market LLC (“Nasdaq”), no later than fifteen calendar days prior to the Transaction Closing Date, a listing of additional shares notification for the listing of the Shares, in accordance with Nasdaq Listing rule 5250 (e)(2).
c. The obligations of each of the Company and the Subscriber to consummate the transactions contemplated hereunder are subject to the conditions that, at the applicable Closing:
i. no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;
ii. all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares) required to be made in connection with the issuance and sale of the Shares shall have been obtained or made, except where the failure to so obtain or make would not prevent the Company from consummating the transactions contemplated hereby, including the issuance and sale of the Shares;
iii. in the case of the Subscription Closing, all conditions precedent to the Transaction Closing set forth in the Transaction Agreement (as in effect on the date hereof), including the approval of the Company’s shareholders and regulatory approvals, if any, shall have been satisfied or waived as determined by the parties to the Transaction Agreement (other than those conditions which, by their nature, are to be satisfied by a party to the Transaction Agreement at the Transaction Closing, but subject to satisfaction or waiver by such party of such conditions as of the Transaction Closing), and the Transaction Closing shall have been or will be scheduled to occur substantially concurrently with the Subscription Closing; and
iv) . no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdiction, or initiation or written threats of any proceedings for any of such purposes, shall have occurred and no suspension be continuing.
d. The Subscriber agrees that upon the occurrence of each Closing, any condition to the Subscriber’s obligations to consummate the transactions hereunder set forth in Sections 3(b) or removal from listing 3(c) hereof that was not satisfied as of such Closing shall be deemed to have been waived by the Subscriber; provided, however, that such waiver shall only be deemed to be given if and to the extent the Subscriber has actual knowledge of the Class A ordinary shares condition not being satisfied (with no obligation on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification part of the Subscriber to make any Other Subscription Agreement on or prior inquiry as to the satisfaction of any such condition).
e. Prior to or at each Closing that benefits such Other Investors (other than terms particular Date, Subscriber shall deliver to the regulatory requirements of such Other Investors Company a duly completed and executed Internal Revenue Service Form W-9 or related funds) unless the Investor has been offered substantially similar benefits in writingappropriate Form W-8.
Appears in 2 contracts
Samples: Subscription Agreement (Chavant Capital Acquisition Corp.), Subscription Agreement (Chavant Capital Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing condition set forth in the first sentence of Section 2, the obligation of the parties hereto to consummate the 2(a) above:
a. The Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurredoccurred (other than any such suspension with respect to the Shares of the Company in connection with the Transaction Closing if, as part of the Transaction, securities of the Successor are expected to be admitted to trading);
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyprohibition; and
(iii) all material conditions precedent to the Transaction Closing under set forth in the Transaction Agreement shall have been satisfied or waived, waived (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing).
b. The obligation obligations of the Company to consummate the Closing is are also subject to the satisfaction or valid waiver by the Company of the additional conditions that: , on the Closing Date:
(i) all representations and warranties of the Investor Subscriber contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing Closing, shall constitute a reaffirmation by the Investor Subscriber of each of the representations representations, warranties and warranties agreements of the Investor Subscriber contained in this Subscription Agreement as of the Closing Date and Date; and
(ii) the Subscriber shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. The obligation obligations of the Investor Subscriber to consummate the Closing is are also subject to the satisfaction or valid waiver by the Investor Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing Closing, shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company contained in this Subscription Agreement as of the Closing Date;; and
(ii) all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingClosing.
Appears in 2 contracts
Samples: Subscription Agreement (Tiberius Acquisition Corp), Subscription Agreement (Tiberius Acquisition Corp)
Closing Conditions. a. In addition to the conditions to Closing condition set forth in the first sentence of Section 2, the obligation of the parties hereto to consummate the 2(a) above:
a. The Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyprohibition; and
(iii) all conditions precedent to the Transaction Closing under closing of the Transaction Agreement set forth in the Transaction Agreement, including all necessary approvals of the Company’s stockholders and regulatory approvals, if any, shall have been satisfied or waived, waived (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the closing of the Transaction) and the closing of the Transaction shall be scheduled to occur concurrently with or immediately following the Closing.
b. The obligation obligations of the Company to consummate the Closing is also shall be subject to the satisfaction or valid waiver by the Company of the additional conditions that: , on the Closing Date:
(i) all representations and warranties of the Investor undersigned contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor undersigned of each of the representations representations, warranties and warranties agreements of the Investor each such party contained in this Subscription Agreement as of the Closing Date and Date; and
(ii) the undersigned shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to Closing, including, without limitation, receipt by the Placement Agents of a signed copy of an “investor representation letter” in substantially the form attached as Schedule A hereto no later than the Closing Date shall have been performed in all material respectsDate.
c. The obligation of the Investor undersigned to consummate the Closing is also shall be subject to the satisfaction or valid waiver by the Investor undersigned of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company each such party contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing;
(iii) the Company shall have delivered to the undersigned and the Placement Agents, a certificate of the Chief Executive Officer of the Company, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 3(a)(iii) and 3(c);
(iv) at least $100,000,000 in the aggregate shall have been raised pursuant to this Subscription Agreement and the Other Subscription Agreements on or prior to the Closing Date;
(v) no amendment amendment, waiver or modification of the Transaction Agreement (as the same exists on the date hereofhereof as provided to the undersigned) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that undersigned, unless such amendment, waiver or modification has been consented in writing to by the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension prior written consent of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurredundersigned; and
(vvi) there shall have been no amendment, waiver, waiver or modification to any the Other Subscription Agreement on or prior to Agreements that materially benefits the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) Subscribers unless the Investor undersigned has been offered substantially similar benefits in writingthe same benefits.
Appears in 2 contracts
Samples: Subscription Agreement (Thunder Bridge II Surviving Pubco, Inc.), Subscription Agreement (Thunder Bridge Acquisition II, LTD)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (a) The obligation of the parties hereto to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
following conditions: (i) no suspension of there shall not be in force any injunction or order enjoining or prohibiting, or any proceeding seeking to enjoin or prohibit, the qualification issuance and sale of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
under this Subscription Agreement and (ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the consummation of the Transaction Closing under set forth in the Transaction Agreement shall have been satisfied or waived, waived (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the applicable closing date under the Transaction Agreement, but subject to the satisfaction or waiver of such conditions as of the closing of the Transaction) and the closing of the Transaction shall occur substantially concurrently with the Closing.
b. (b) The obligation of the Company to consummate the Closing sale of the Shares pursuant to this Subscription Agreement is also subject to the satisfaction or waiver by the Company and Alussa of the following additional conditions that: , on the Closing Date:
(i) all representations and warranties of the Investor contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and ; and
(ii) all obligations, covenants and agreements of the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. (c) The obligation of the Investor to consummate the Closing purchase of the Shares pursuant to this Subscription Agreement is also subject to the satisfaction or waiver by the Investor of the following additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company and Alussa contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company and Alussa shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it the Company and Alussa at or prior to the Closing Date shall have been performed in all material respectsClosing;
(iii) no amendment (A) the Transaction Agreement (as the same exists on the date of this Subscription Agreement) shall not have been modified, waived or amended to materially adversely affect the Investor (in its capacity as such), and (B) Section 12.2(c) of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under of this Subscription Agreement) shall not have been modified, waived or amended in any material respect, in each case of clauses (A) and (B), without having received Investor’s prior written consent;
(iv) no suspension the Company shall not have entered into any Other Subscription Agreement with a lower Per Share Subscription Price or, other than with respect to (A) the Other Subscription Agreement entered into with Spring Creek Capital, LLC (a subsidiary of the qualification of the Company’s Class A ordinary shares for offering Xxxx Industries, Inc.) or sale (B) certain settlement arrangements owing to regulatory constraints, other terms (economic or trading otherwise) substantively more favorable to such other subscriber or investor than as set forth in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurredthis Subscription Agreement; and
(v) there the Shares shall have been no amendmentapproved for listing on the NYSE (as defined below) effective upon the closing of the Transaction (“Transaction Closing”).
(d) The Company shall use reasonable efforts to ensure the satisfaction of the conditions set out in: (i) Section 3(c) of this Subscription Agreement, waiver, or modification and (ii) the Transaction Agreement. The Investor shall use reasonable efforts to any Other ensure the satisfaction of the conditions set out in Section 3(b) of this Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingAgreement.
Appears in 2 contracts
Samples: Subscription Agreement (Spring Creek Capital LLC), Subscription Agreement (Alussa Energy Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation (a) The obligations of the parties hereto Pubco to consummate the Closing is transactions contemplated hereunder are subject to the satisfaction or valid waiver by each party of the conditions that, on at the Closing DateSubscription Closing:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor undersigned contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing as though made on the Subscription Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date), and consummation of the Subscription Closing shall constitute a reaffirmation by the Investor undersigned of each of the representations representations, warranties and warranties agreements of the Investor undersigned contained in this Subscription Agreement as of the Closing Date and Subscription Closing, but in each case without giving effect to the consummation of the Transaction; and
(ii) the undersigned shall have performed or complied in all obligations, material respects with all agreements and covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsAgreement.
c. (b) The obligation obligations of the Investor undersigned to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Investor of the conditions that, at the Subscription Closing:
(i) all representations and warranties of the Company Pubco contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing Date as though made on the Subscription Closing (except for those representations and warranties made that speak as of a specific date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Subscription Closing shall constitute a reaffirmation by the Company Pubco of each of the representations representations, warranties and warranties agreements of the Company Pubco contained in this Subscription Agreement as of the Closing DateSubscription Closing, but in each case without giving effect to consummation of the Transaction;
(ii) Pubco shall have performed or complied in all obligations, material respects with all agreements and covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;Agreement; and
(iii) no amendment amendment, modification or waiver of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that reasonably would reasonably be expected to materially and adversely affect the economic benefits that the Investor Subscriber reasonably would reasonably expect to receive under this Subscription Agreement.
(c) The obligations of each of Pubco and the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:
(i) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;
(ivii) all conditions precedent to the closing of the Transaction set forth in the Transaction Agreement shall have been satisfied or waived (other than those conditions which, by their nature, are to be satisfied by a party to the Transaction Agreement at the closing of the Transaction, but subject to satisfaction or waiver by such party of such conditions as of the closing of the Transaction); and
(iii) no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing initiation or threatening of the Class A ordinary shares on the Nasdaq any proceedings for any of such purposes, shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingoccurred and be continuing.
Appears in 2 contracts
Samples: Business Combination Agreement (Investcorp AI Acquisition Corp.), Subscription Agreement (Investcorp AI Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation The obligations of the parties hereto Subscriber to consummate proceed with respect to its purchase of the Shares at the Closing is subject to the satisfaction following conditions any and all of which may be waived, in whole or valid waiver in part, to the extent permitted by each party of the conditions that, on the Closing Dateapplicable law:
(1) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the Closing as though made on and as of the Closing, except (i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdictionchanges specifically permitted by this Agreement, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
and (ii) no applicable that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Unless the Subscriber receives written notice to the contrary at the Closing, Subscriber shall be entitled to assume that the preceding is accurate in all respects at the Closing.
(2) The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing. Unless the Subscriber receives written notice to the contrary at the Closing, Subscriber shall be entitled to assume that the preceding is accurate in all respects at the Closing.
(3) No governmental authority or other agency or commission or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgmentstatute, rule, regulations executive order, lawdecree, rule injunction, or regulation other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the which materially restricts, prevents or prohibits consummation of the transactions Closing or any transaction contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closingthis Agreement.
b. The obligation obligations of the Company to consummate proceed with the Closing is also subject to the satisfaction following conditions any and all of which may be waived, in whole or waiver in part, to the extent permitted by the Company of the conditions that: applicable law:
(i1) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each Each of the representations and warranties of the Investor Subscriber contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct as of the Closing as though made on and as of the Closing, except (i) for changes specifically permitted by this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Unless the Company receives written notification to the contrary at the Closing, the Company shall be entitled to assume that the preceding is accurate in all respects at the Closing.
(2) The Subscriber shall have performed or complied in all material respects (other than representations with all agreements and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed or complied with by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular Closing. Unless the Company receives written notification to the regulatory requirements contrary at the Closing, the Company shall be entitled to assume that the preceding is accurate in all respects at the Closing.
(3) No governmental authority or other agency or commission or federal or state court of such Other Investors competent jurisdiction shall have enacted, issued, promulgated, enforced or related fundsentered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) unless which is in effect and which materially restricts, prevents or prohibits consummation of the Investor has been offered substantially similar benefits in writingClosing or any transaction contemplated by this Agreement.
Appears in 2 contracts
Samples: Common Stock Subscription Agreement (HCW Biologics Inc.), Common Stock Subscription Agreement (HCW Biologics Inc.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the :
(a) The Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, rendered, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyprohibition; and
(iii) all conditions precedent to the Transaction Closing under set forth in the Transaction Agreement shall have been satisfied or waived, waived (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing).
b. (b) The obligation obligations of the Company to consummate the Closing is are also subject to the satisfaction or valid waiver by the Company of the additional conditions that: , on the Closing Date:
(i) all representations and warranties of the Investor Subscriber contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing Closing, shall constitute a reaffirmation by the Investor Subscriber of each of the representations representations, warranties and warranties agreements of the Investor Subscriber contained in this Subscription Agreement as of the Closing Date and Date; and
(ii) the Subscriber shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. (c) The obligation obligations of the Investor Subscriber to consummate the Closing is are also subject to the satisfaction or valid waiver by the Investor Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing Closing, shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;Closing; and
(iii) no amendment or modification of the Transaction Agreement (as the same exists on the date hereofhereof as provided to the Subscriber) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor Subscriber would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 2 contracts
Samples: Subscription Agreement (CF Finance Acquisition Corp II), Subscription Agreement (CF Finance Acquisition Corp II)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation obligations of the Company to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Company of the conditions that: (i) , at the Subscription Closing:
i. all representations and warranties of the Investor undersigned contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Subscription Closing, and consummation of the Subscription Closing shall constitute a reaffirmation by the Investor undersigned of each of the representations representations, warranties and warranties agreements of the Investor such party contained in this Subscription Agreement as of the Closing Date and (ii) all obligationsSubscription Closing, covenants and agreements but in each case without giving effect to consummation of the Investor Transaction; and
ii. the undersigned shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsAgreement.
c. b. The obligation obligations of the Investor undersigned to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Investor of the conditions that, at the Subscription Closing:
(i) i. all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Subscription Closing, and consummation of the Subscription Closing shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company such party contained in this Subscription Agreement as of the Closing DateSubscription Closing, but in each case without giving effect to consummation of the Transaction;
(ii) all obligations, covenants and agreements of . the Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed by it at or prior to Agreement; and
iii. the Closing Date shall have been performed in all material respects;
(iii) no amendment terms of the Transaction Agreement (as the same exists on the date hereofdefined below) shall not have occurred been amended in a manner that would reasonably be expected is materially adverse to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension undersigned as a shareholder of the qualification Company, including, without limitation, any amendment or waiver of any material representation or covenant of the Company relating to the financial position or outstanding indebtedness of the Company.
c. The obligations of each of the Company and the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:
i. no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; and
ii. all conditions precedent to the closing of the Transaction, including the approval of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdictionstockholders, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, satisfied or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors waived (other than terms particular those conditions which, by their nature, are to be satisfied at the regulatory requirements closing of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingTransaction).
Appears in 2 contracts
Samples: Subscription Agreement (Nikola Corp), Subscription Agreement (VectoIQ Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (a) The obligation of the parties hereto each Purchaser to consummate the purchase and acquire Securities at each Closing is subject to the satisfaction fulfillment to such Purchaser’s satisfaction, on or valid waiver by prior to each party Closing Date, of each of the conditions thatfollowing conditions, on the Closing Date:any of which may be waived in writing by such Purchaser (as to itself only):
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor Company contained in this Subscription Agreement are herein shall be true and correct in all material respects (other than except for those representations and warranties that which are qualified as to materiality or Material Adverse Effect (as defined herein)Effect, in which case such representations and warranties shall be true and correct in all respects) at as of the date when made and as of the Initial Closing Date (Date, as though made on and as of such date, except for such representations and warranties made that speak as of a specific date, date which shall be true and correct in all material respects (other than except for those representations and warranties that which are qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company (with respect to the obligations of the Purchasers) required by this Subscription Agreement to be performed by it at or prior to the Initial Closing Date shall have been performed performed, satisfied and complied with in all material respects;
(iii) no amendment statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Agreement Documents;
(iv) the Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Securities, all of which shall be and remain so long as necessary in full force and effect;
(v) the same exists on Company shall have delivered the Company Deliverables in accordance with Section 2.2(a) and, with respect to the Second Closing, the Company shall have delivered the Company Second Closing Deliverables in accordance with Section 2.2(b); and
(vi) since the date hereof) hereof to the Initial Closing Date, no event or circumstance or series of events or circumstances shall have occurred that has had or would reasonably be expected to materially have a Material Adverse Effect.
(b) The Company’s obligation to sell and adversely affect issue the economic benefits Securities at each Closing to each Purchaser is subject to the fulfillment to the satisfaction of the Company on or prior to each Closing Date of the following conditions, any of which may be waived by the Company:
(i) the representations and warranties made by such Purchaser contained herein shall be true and correct in all material respects (except for those representations and warranties which are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of the date when made, and as of each Closing Date, as though made on and as of such date, except for such representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties which are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date;
(ii) all obligations, covenants and agreements of such Purchaser required to be performed at or prior to each Closing Date shall have been performed, satisfied and complied with in all material respects;
(iii) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the Investor would reasonably expect to receive under this Subscription Agreement;consummation of any of the transactions contemplated by the Transaction Documents; and
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq such Purchaser shall have occurred; delivered the Purchaser Deliverables in accordance with Section 2.2(c) and
(v) there , with respect to the Second Closing, such Purchaser shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to delivered the Purchaser Second Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits Deliverables in writing.accordance with Section 2.2(d)
Appears in 2 contracts
Samples: Securities Purchase Agreement (CalciMedica, Inc.), Securities Purchase Agreement (CalciMedica, Inc.)
Closing Conditions. a. In addition to the conditions to Closing condition set forth in the first sentence of Section 2, the obligation of the parties hereto to consummate the 2(a) above:
(a) The Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurredoccurred and be continuing (other than any such suspension with respect to the Shares of the Company in connection with the Transaction Closing if, as part of the Transaction, securities of the Successor are expected to be admitted to trading);
(ii) no applicable governmental authority of competent jurisdiction with respect to the sale of the Shares shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all material conditions precedent to the Transaction Closing under set forth in the Transaction Agreement shall have been satisfied (as determined in good faith by the parties to the Transaction Agreement) or waived, waived by the parties thereto in accordance with the requirements of the Transaction Agreement (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing or the Closing, a applicable).
b. (b) The obligation obligations of the Company to consummate the Closing is are also subject to the satisfaction or valid waiver by the Company of the additional conditions that: , on the Closing Date:
(i) all representations and warranties of the Investor Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality (as defined below), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by the Subscriber of each of the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement as of the Closing Date; and
(ii) the Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing.
(c) The obligations of the Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by the Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligationsClosing, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company contained in this Subscription Agreement as of the Closing Date;; and
(ii) all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingClosing.
Appears in 2 contracts
Samples: Backstop Subscription Agreement (Foxo Technologies Inc.), Backstop Subscription Agreement (Delwinds Insurance Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (a) The obligation of each of New NAP, FLAC and the parties hereto Investor to consummate the Closing Subscription is subject to the satisfaction or valid or, to the extent permitted by applicable law, waiver by each party the Investor, New NAP or FLAC, as applicable, of the conditions that, on the Closing Datefollowing conditions:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect issued by any court or other governmental authority of competent authority restraining, prohibiting or making illegal the consummation of the Subscription or any other transactions contemplated hereby illegal shall be pending or otherwise restraining or prohibiting consummation in effect;
(ii) the Shares shall have been approved for listing, subject to official notice of issuance, on the transactions contemplated herebyStock Exchange (as defined below), and no governmental authority suspension of the listing or qualification for offering or sale or trading on such Stock Exchange of the Shares shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyoccurred and be continuing; and
(iii) (A) all conditions precedent to the Transaction Closing consummation of the Transactions under the Transaction Agreement shall have been satisfied or waived, (as determined by the parties to the Transaction Agreement and other than those conditions under the Transaction Agreement whichAgreement, which by their nature, nature are to be satisfied at the Transaction consummation of the Transactions, including to the extent that any such condition is dependent upon the consummation of the Subscription) or waived and (B) the closing of the Transactions shall be scheduled to occur substantially concurrently with the Closing, provided that the Conversion may also take place after Closing but on the Closing Date.
b. (b) The obligation of the Company New NAP or FLAC to consummate the Closing Subscription is also subject to the satisfaction or or, to the extent permitted by applicable law, waiver by the Company New NAP or FLAC, as applicable, of the conditions that: following conditions:
(i) all representations and warranties of the Investor contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties expressly made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true in all respects) as of such date), ) and the consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and or such earlier date, as applicable, subject to the foregoing qualifiers; and
(ii) all obligations, covenants and agreements of the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. (c) The obligation of the Investor to consummate the Closing Subscription is also subject to the satisfaction or or, to the extent permitted by applicable law, waiver by the Investor of the conditions thatfollowing conditions:
(i) all representations and warranties of the Company New NAP and FLAC contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or New NAP Material Adverse Effect or FLAC Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties expressly made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or New NAP Material Adverse Effect or FLAC Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date), ) and the consummation of the Closing shall constitute a reaffirmation by the Company New NAP and FLAC of each of the representations and warranties of the Company New NAP or FLAC, as applicable, contained in this Subscription Agreement as of the Closing DateDate or such earlier date, as applicable, subject to the foregoing qualifiers;
(ii) New NAP and FLAC shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Company conditions required by this the Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing;
(iii) no amendment amendment, modification or waiver of the Transaction Agreement (as the same exists on the date hereofof this Subscription Agreement) shall have occurred occurred, without the Investor’s written consent, that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement (including any change to the economic terms of the Transactions or to the minimum cash condition set forth in the Transaction Agreement);
(iv) no suspension the terms of the qualification Other Subscription Agreements shall not have been materially amended following the date hereof without offering the benefit of any such amendment to the Investor; provided, however, that New NAP may, in its sole discretion, amend the Subscription Amounts in one or more Other Subscription Agreements at a Per Share Purchase Price not less than the same Per Share Purchase Price in this Subscription Agreement;
(v) all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including any required shareholder approvals) or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Company’s Class A ordinary shares for offering or sale or trading Shares) required to be made in any jurisdiction, and no suspension or removal from listing of connection with the Class A ordinary shares on the Nasdaq Subscription shall have occurredbeen obtained or made, except where the failure to so obtain or make would not prevent New NAP from consummating the transactions contemplated hereby, including the Subscription; and
(vvi) from and after the date hereof, there shall have been no amendment, waiver, not occurred any New NAP Material Adverse Effect or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingFLAC Material Adverse Effect.
Appears in 2 contracts
Samples: Business Combination Agreement (Frazier Lifesciences Acquisition Corp), Subscription Agreement (Frazier Lifesciences Acquisition Corp)
Closing Conditions. a. In addition to the conditions to Closing condition set forth in Section 2, the obligation of the parties hereto to consummate the 2(a) above:
(a) The Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurredoccurred and be continuing;
(ii) no applicable governmental authority of competent jurisdiction with respect to the sale of the Shares shall have enacted, rendered, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all material conditions precedent to the Transaction Closing under set forth in the Transaction Agreement shall have been satisfied (as determined in good faith by the parties to the Transaction Agreement) or waived, waived by the parties thereto in accordance with the requirements of the Transaction Agreement (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing).
b. (b) The obligation obligations of the Company to consummate the Closing is are also subject to the satisfaction or valid waiver by the Company of the additional conditions that: , on the Closing Date:
(i) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date;
(ii) Subscriber shall have executed and delivered to the Company the Lock-Up Agreement (as defined below);
(iii) Subscriber shall have delivered the Purchase Price in compliance with the terms of this Subscription Agreement; and
(iv) Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.
(c) The obligation of Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Investor Company contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligationsClosing, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties of the Company agreements contained in this Subscription Agreement as of the Closing Date;; and
(ii) all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingClosing.
Appears in 2 contracts
Samples: Subscription Agreement (Logistic Properties of the Americas), Subscription Agreement (Two)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation (a) The obligations of the parties hereto Company to consummate deliver the Common Shares and the Common Warrants to each Purchaser on the Closing Date is subject to the satisfaction or valid waiver by of each party of the conditions that, on the Closing Datefollowing conditions:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor such Purchaser contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations on the date hereof and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at on and as of the Closing Date as if made on and as of such date (except for representations and warranties made that speak as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) accurate as of such specified date). Such Purchaser shall have performed, satisfied and consummation of complied in all respects with the Closing shall constitute a reaffirmation by the Investor of each of the representations covenants, agreements and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date Date.
(ii) The Company shall have obtained all governmental, regulatory or third party consents, permits, approvals, registrations, waivers and any other required approvals that are necessary for consummation of the purchase and sale of the Common Shares and the Common Warrants at the Closing, all of which shall be and remain so long as necessary in full force and effect. For the avoidance of doubt, any required approvals that are not necessary for the consummation of the purchase and sale of the Common Shares and the Common Warrants at the Closing shall not be required by this clause (ii).
(iii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been performed in all material respectsenacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.
c. (b) The obligation obligations of each Purchaser to purchase its portion of the Investor to consummate Common Shares and Common Warrants on the Closing Date is also subject to the satisfaction or waiver by the Investor of each of the conditions thatfollowing conditions:
(i) all The representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations on the date hereof and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at on and as of the Closing Date as if made on and as of such date (except for representations and warranties made that speak as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) accurate as of such specified date). The Company shall have performed, satisfied and consummation of complied in all respects with the Closing shall constitute a reaffirmation covenants, agreements and conditions required to be performed, satisfied or complied with by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;Date.
(iiiii) Since the date of execution of this Agreement, (i) no amendment event or series of the Transaction Agreement (as the same exists on the date hereof) events shall have occurred that would reasonably be expected to materially result in a Material Adverse Effect, (ii) the Company shall not have commenced a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law and adversely affect (iii) there shall not have occurred the economic benefits that commencement against the Investor would reasonably expect Company of an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to receive under be adjudicated bankrupt or insolvent.
(iii) The Company shall have duly executed and delivered to each applicable Purchaser (i) this Subscription Agreement;; (ii) evidence of the issuance of the applicable Common Shares (in such amounts as set forth on such Purchaser’s signature page hereto); and (iii) the applicable Common Warrant.
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares The Common Stock (I) shall be listed on the Nasdaq Stock Market and (II) shall not have occurred; andbeen suspended, as of the Closing Date, by the SEC or the Nasdaq Stock Market from trading on the Nasdaq Stock Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Nasdaq Stock Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Nasdaq Stock Market or (B) by falling below the minimum listing maintenance requirements of the Nasdaq Stock Market.
(v) there The Company shall have obtained all governmental, regulatory or third party consents, permits, approvals, registrations, waivers and any other required approvals that are necessary for consummation of the purchase and sale of the Common Shares at the Closing, all of which shall be and remain so long as necessary in full force and effect. For the avoidance of doubt, any required approvals that are not necessary for the consummation of the purchase and sale of the applicable Common Shares and Common Warrants at the Closing shall not be required by this clause (v).
(vi) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been no amendmentenacted, waiverentered, promulgated or modification to endorsed by any Other Subscription Agreement on court or prior to governmental authority of competent jurisdiction that prohibits the Closing that benefits such Other Investors (other than terms particular to consummation of any of the regulatory requirements of such Other Investors or related funds) unless transactions contemplated by the Investor has been offered substantially similar benefits in writingTransaction Documents.
Appears in 2 contracts
Samples: Common Stock and Common Warrant Subscription Agreement (Aquila Tony), Common Stock and Common Warrant Subscription Agreement (Canoo Inc.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Subscription Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Datefollowing conditions:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(iia) no applicable governmental authority shall have enacted, rendered, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and;
(iiib) all conditions precedent to Pagaya’s and to the SPAC’s obligation to effect the Transaction Closing under as set forth in the Transaction Agreement as of the date of this Subscription Agreement shall have been satisfied or waived, waived by the party entitled to the benefit thereof under the Transaction Agreement (other than those conditions under the Transaction Agreement whichthat, by their nature, are to may only be satisfied at the Transaction Closing.
b. The obligation closing of the Company Transaction (including to consummate the Closing extent that any such condition is also dependent upon the consummation of the purchase and sale of the Subscription Shares pursuant to this Subscription Agreement), but subject to the satisfaction or waiver of such conditions by the Company party entitled to the benefit thereof under the Transaction Agreement as of the conditions that: Closing);
(c) (i) all solely with respect to the Investor’s obligation to close, the representations and warranties of made by Pagaya, and (ii) solely with respect to Pagaya’s obligation to close, the Investor contained representations and warranties made by the Investor, in each case, in this Subscription Agreement are shall be true and correct in all material respects (as of the Closing Date other than (x) those representations and warranties that are qualified as to materiality or by materiality, Material Adverse Effect (as defined herein)below) or similar qualification, which representations and warranties shall be true and correct in all respects) at and respects as of the Closing Date and (except for y) those representations and warranties expressly made as of a specific an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are or, if qualified as to materiality or by materiality, Material Adverse EffectEffect or similar qualification, as the case may be, which representations and warranties shall be true and correct in all respects) as of such date), and in each case without giving effect to the consummation of the Closing shall constitute a reaffirmation by Transactions;
(d) solely with respect to Pagaya’s obligation to close, the Investor shall have wired the Subscription Amount in accordance with Section 2 of each of the representations and warranties of the Investor contained in this Subscription Agreement as and otherwise performed, satisfied and complied with, in all material respects, all of the Closing Date its covenants, agreements and (ii) all obligations, covenants and agreements of the Investor conditions required by this Subscription Agreement that are required to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver performed, satisfied and complied with by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality on or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of before the Closing Date;
(iie) solely with respect to Pagaya’s obligation to close, the Investor shall have provided to Pagaya the documents set forth on Schedule B hereto;
(f) solely with respect to the Investor’s obligation to close, Pagaya shall have performed, satisfied and complied with, in all obligationsmaterial respects, covenants all of its covenants, agreements and agreements of the Company conditions required by this Subscription Agreement that are required to be performed performed, satisfied and complied with by it at Pagaya on or prior to before the Closing Date shall have been performed in all material respectsDate;
(iiig) no amendment solely with respect to the Investor’s obligation to close, the terms of the Transaction Agreement (including the conditions thereto) in effect as the same exists on of the date hereof) of this Subscription Agreement shall not have occurred been amended or waived in a manner that would reasonably be expected to be materially and adversely affect adverse to the economic benefits that the Investor would reasonably expect expects to receive under this Subscription Agreement;
(ivh) solely with respect to the Investor’s obligations to close, there shall have been no amendment, waiver or modification to any Other Subscription Agreement (as defined below) that materially benefits any Other Investor (as defined below) thereunder unless the Investor and each of the remaining Other Investors has been offered substantially the same benefits; and
(i) solely with respect to the Investor’s obligations to close, the Subscription Shares shall have been approved for listing on the Nasdaq Stock Market LLC (“Nasdaq”), subject to official notice of issuance, and no suspension of the qualification of the Company’s Class A ordinary shares Subscription Shares for offering or sale or trading in any jurisdiction, on Nasdaq and no suspension initiation or removal from listing threatening of the Class A ordinary shares on the Nasdaq any proceedings for any of such purposes or delisting, shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 2 contracts
Samples: Subscription Agreement (Pagaya Technologies Ltd.), Subscription Agreement (Pagaya Technologies Ltd.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation The obligations of the parties hereto Licensee to consummate the Closing is transactions contemplated by this Agreement shall be subject to the satisfaction or valid waiver by each party execution and delivery of the conditions thatLicense Agreement by both parties. The obligations of The Regents to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment, on at or prior to closing, of each of the Closing Datefollowing conditions:
(i) no suspension [Licensee shall have delivered to The Regents a good standing certificate (or its equivalent) from the secretary of state of similar governmental authority of the qualification of jurisdiction under the Shares for offering or sale or trading laws in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;which the Licensee is organized.]
(ii) no applicable governmental authority The representations and warranties of Licensee shall be true and correct in all respects and as of the date hereof and on and as of the closing with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date).
(iii) Licensee shall have enactedfurnished The Regents with such financial, issuedoperating, promulgatedlegal and other data and information (including Licensee’s organizational documents and capitalization table) as The Regents may reasonably request.
(iv) The Regents shall have received a certificate of the Secretary (or equivalent officer) of Licensee in the form attached hereto as Exhibit certifying, enforced or entered any judgmentamong other things, orderthat the execution, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect delivery and has the effect performance of making this Agreement and the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver authorized by the Company board of the conditions that: (i) all representations directors and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading relevant resolutions are in any jurisdiction, full force and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; andeffect.
(v) there [Licensee shall have been no amendment, waiver, delivered to The Regents stock certificates in accordance with the terms of this Section 1 of this Agreement.] Note: Delete if Shares are not certified.
(vi) Licensee shall have delivered to The Regents such other documents or modification instruments as The Regents reasonably requests and are reasonably necessary to any Other Subscription Agreement on or prior to consummate the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingtransactions contemplated by this Agreements.]
Appears in 2 contracts
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the 1.5.1. The obligation of the parties hereto Company to consummate the Closing is shall be subject to the satisfaction by the Company (or valid waiver by each party Purchaser) of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) 1.5.1.1. all representations and warranties of the Investor Purchaser contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than those representations and warranties that which are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true and correct in all respects) at and as of the date of the Closing;
1.5.1.2. Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing;
1.5.1.3. the closing of any agreement entered into on the date of this Agreement between the Company and any other purchaser of Founder Shares shall occur concurrently with the Closing, including the closing of a securities purchase agreement with Xxxx Capital Partners, LLC in the form attached hereto as Exhibit B (the “Xxxx Securities Purchase Agreement”);
1.5.1.4. the closing of any agreement entered into on the date of this Agreement between the Company and any other purchaser of private placement warrants shall occur concurrently with the Closing, including the closing of a private placement warrants agreement with Cantor Xxxxxxxxxx & Co. in the form attached hereto as Exhibit C (the “Cantor Warrants Purchase Agreement”);
1.5.1.5. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement; and
1.5.1.6. The Company and the warrant agent shall have entered into the Warrant Agreement.
1.5.2. The obligation of Purchaser to consummate the Closing Date shall be subject to the satisfaction by Purchaser (except for or valid waiver by the Company) of the conditions that, on the Closing Date:
1.5.2.1. all representations and warranties made as of a specific date, which the Company contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties that which are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true and correct in all respects) as of such date), at and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Datedate of the Closing;
(ii) all obligations, covenants and agreements of 1.5.2.2. the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date Closing;
1.5.2.3. the closing of any agreement entered into on the date of this Agreement between the Company and any other purchaser of Founder Shares shall occur concurrently with the Closing, including the closing of the Xxxx Securities Purchase Agreement; and
1.5.2.4. the closing of any agreement entered into on the date of this Agreement between the Company and any other purchaser of private placement warrants shall occur concurrently with the Closing, including the closing of the Cantor Warrants Purchase Agreement;
1.5.2.5. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been performed enacted, entered, promulgated or endorsed by or in all material respects;
(iii) no amendment any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the Transaction transactions contemplated by this Agreement (as or the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Warrant Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there 1.5.2.6. The Company and the warrant agent shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to entered into the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingWarrant Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Battery Future Acquisition Corp.), Securities Purchase Agreement (Battery Future Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to (a) The Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is shall be subject to the satisfaction or valid waiver by each party BMRG, on the one hand, and such Subscriber, on the other hand, of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Subscribed Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyprohibition; and
(iii) all conditions precedent to the Transaction Closing under closing of the Transaction Agreement Business Combination, including the approval of BMRG’s stockholders, shall have been satisfied or waived, waived (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closingclosing of the Business Combination, including without limitation as a result of the Private Placement).
b. (b) The obligation of the Company BMRG to consummate the transactions contemplated hereby at the Closing is also shall be subject to the satisfaction or valid waiver by the Company BMRG of the additional conditions that: , on the Closing Date, with respect to the Subscriber:
(i) all representations and warranties of the Investor Subscriber contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for such representations and warranties that are made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and ; and
(ii) the Subscriber shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. (c) The obligation of the Investor Subscriber to consummate the transactions contemplated hereby at the Closing is also shall be subject to the satisfaction or valid waiver by the Investor Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company BMRG contained in this Subscription Agreement shall be true and correct in all material respects (other than the representations and warranties that are qualified as to materiality or BMRG Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for such representations and warranties that are made as of a specific date, which shall be true and correct in all material respects (other than the representations and warranties that are qualified as to materiality or BMRG Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;; and
(ii) BMRG shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Company conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;Closing.
(iiid) no amendment of Prior to or at the Transaction Agreement (as Closing, the same exists on the date hereof) Subscriber shall have occurred that would reasonably be expected deliver to materially BMRG a duly completed and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering executed Internal Revenue Service Form W-9 or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingappropriate Form W-8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Principal Merger Corp. II), Subscription Agreement (Eos Energy Enterprises, Inc.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Datefollowing conditions:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby;
(ii) no suspension of the qualification of the Shares for the offering or sale or trading on the Nasdaq Capital Market, and no governmental authority or, to FSD’s knowledge, initiation or threatening of any proceedings for any of such purposes, shall have instituted or threatened in writing a proceeding seeking occurred prior to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; andClosing;
(iii) all conditions precedent to the Transaction Closing under closing of the Transaction Agreement shall have been satisfied (as determined by the parties to the Transaction Agreement) or waived, waived (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closingclosing of the Transaction); and
(iv) the Shares shall have been approved for listing on the Nasdaq Capital Market.
b. The obligation of the Company FSD to consummate the Closing is also issuance and sale of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Company of the conditions that: (i) condition that all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) ), at and as of such date)the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations warranties, covenants and warranties agreements of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsDate.
c. The obligation of the Investor to consummate the Closing is also purchase of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Investor of the conditions thatfollowing conditions:
(i) all representations and warranties of the Company FSD contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Date, and consummation of the Closing shall constitute a reaffirmation by the Company FSD of each of the representations and warranties of the Company FSD contained in this Subscription Agreement as of the Closing Date;
(ii) FSD shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Company conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing;
(iii) no amendment the terms of the Transaction Agreement (as the same exists on the date hereof) shall not have occurred been amended in a manner that would reasonably be expected to materially and adversely affect the economic benefits that the Investor or FSD would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(viv) there shall have been no amendment, waiver, waiver or modification to any the Other Subscription Agreement on or prior to Agreements that materially economically benefits the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) thereunder unless the Investor has been offered substantially similar benefits in writingthe same benefits.
Appears in 2 contracts
Samples: Subscription Agreement (Gemini Therapeutics, Inc. /DE), Subscription Agreement (FS Development Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the :
(a) The Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurredoccurred and be continuing;
(ii) no applicable governmental authority of competent jurisdiction shall have enactedrendered, issued, promulgated, enforced enforced, enacted or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making which then makes the consummation of the transactions contemplated hereby illegal or otherwise restraining then restrains or prohibiting prohibits the consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under set forth in the Transaction Agreement Agreement, including all necessary approvals of the Company’s stockholders and regulatory approvals, if any, shall have been satisfied or waived, waived (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing).
b. (b) The obligation obligations of the Company to consummate the Closing is are also subject to the satisfaction or valid waiver by the Company of the additional conditions that: , on the Closing Date:
(i) all representations and warranties of the Investor Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of such date); and
(ii) the Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing except where the failure of such performance or compliance would not delay, or materially impair, the ability of the Subscriber to consummate the Closing.
(c) The obligations of the Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by the Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and ;
(ii) the Company shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsClosing;
(iii) no amendment the terms of the Transaction Agreement (as the same exists in effect on the date hereof) , including the conditions thereto), shall not have occurred been amended or waived in a manner that would reasonably be expected to be materially and adversely affect adverse to the economic benefits that of the Investor would reasonably expect Common Stock to receive be received under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there There shall have been no amendment, waiver, waiver or modification to any Other Subscription Agreement that materially benefits one or more Other Subscribers unless the Subscriber shall have been offered the same benefits; and
(v) The Company shall have filed with the Nasdaq Stock Market, Inc. (“NASDAQ”) an application or supplemental listing application for listing of the Shares and the Shares shall have been approved for listing on NASDAQ, subject to official notice of issuance.
(d) Prior to or prior at the Closing, upon request of the Company, the Subscriber shall deliver to the Closing that benefits Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.
(e) The Company and the Subscriber shall execute and deliver such Other Investors (other than terms particular additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits transactions contemplated in writingthis Subscription Agreement.
Appears in 2 contracts
Samples: Subscription Agreement (Environmental Impact Acquisition Corp), Subscription Agreement (Environmental Impact Acquisition Corp)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation obligations of the Company to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Company of the conditions that: (i) , at the applicable Closing Date:
i. all representations and warranties of the Investor Subscriber contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true and correct in all respects) at and as of such Closing Date as though made on such Closing Date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of such specified date) (collectively, the “Subscriber Bring-Down Condition”), and the Subscriber agrees that consummation of the transactions contemplated hereunder on such Closing Date shall constitute a reaffirmation certification by the Investor of each of Subscriber to the representations Company that the Subscriber Bring-Down Condition has been satisfied; and
ii. the Subscriber shall have performed or complied in all material respects with all agreements and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed or complied with by it the Subscriber at or prior to the such Closing Date shall have been performed in all material respectsDate.
c. b. The obligation obligations of the Investor Subscriber to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Investor of the conditions that, at the applicable Closing Date:
(i) i. all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the such Closing Date as though made on such Closing Date (except for those representations and warranties made that speak as of a specific date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such specified date) (collectively, the “Company Bring-Down Condition”), and the Company agrees that consummation of the transactions contemplated hereunder on such Closing Date shall constitute a reaffirmation certification by the Company of each of to the representations and warranties of Subscriber that the Company contained in this Subscription Agreement as of the Closing DateBring-Down Condition has been satisfied;
(ii) all obligations, covenants and agreements of . the Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsAgreement;
(iii) . no amendment amendment, modification or waiver of any provision of the Transaction Agreement (as defined below and as the same exists on the date hereof) shall have occurred that reasonably would reasonably be expected to materially and adversely affect the economic benefits that the Investor Subscriber reasonably would reasonably expect to receive under this Subscription Agreement, without having received the Subscriber’s prior written consent, which such prohibition, for the avoidance of doubt, shall not include the waiver of any minimum cash condition set forth in the Transaction Agreement by the Company and/or Mobix;
iv. no amendment, modification or waiver of one or more of the Other Subscription Agreements (including via a side letter or other agreement) shall be executed that materially benefits one or more Other Subscribers unless the Subscriber has been offered the same benefits; and
v. the Company shall have filed with the Nasdaq Stock Market LLC (“Nasdaq”), no later than fifteen calendar days prior to the Transaction Closing Date, a listing of additional shares notification for the listing of the Shares, in accordance with Nasdaq Listing rule 5250 (e)(2).
c. The obligations of each of the Company and the Subscriber to consummate the transactions contemplated hereunder are subject to the conditions that, at the applicable Closing:
i. no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;
ii. all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares) required to be made in connection with the issuance and sale of the Shares shall have been obtained or made, except where the failure to so obtain or make would not prevent the Company from consummating the transactions contemplated hereby, including the issuance and sale of the Shares;
iii. in the case of the Subscription Closing, all conditions precedent to the Transaction Closing set forth in the Transaction Agreement (as in effect on the date hereof), including the approval of the Company’s shareholders and regulatory approvals, if any, shall have been satisfied or waived as determined by the parties to the Transaction Agreement (other than those conditions which, by their nature, are to be satisfied by a party to the Transaction Agreement at the Transaction Closing, but subject to satisfaction or waiver by such party of such conditions as of the Transaction Closing), and the Transaction Closing shall have been or will be scheduled to occur substantially concurrently with the Subscription Closing; and
iv) . no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdiction, or initiation or written threats of any proceedings for any of such purposes, shall have occurred and no suspension be continuing.
d. The Subscriber agrees that upon the occurrence of each Closing, any condition to the Subscriber’s obligations to consummate the transactions hereunder set forth in Sections 3(b) or removal from listing 3(c) hereof that was not satisfied as of such Closing shall be deemed to have been waived by the Subscriber; provided, however, that such waiver shall only be deemed to be given if and to the extent the Subscriber has actual knowledge of the Class A ordinary shares condition not being satisfied (with no obligation on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification part of the Subscriber to make any Other Subscription Agreement on or prior inquiry as to the satisfaction of any such condition).
e. Prior to or at each Closing that benefits such Other Investors (other than terms particular Date, Subscriber shall deliver to the regulatory requirements of such Other Investors Company a duly completed and executed Internal Revenue Service Form W-9 or related funds) unless the Investor has been offered substantially similar benefits in writingappropriate Form W-8.
Appears in 2 contracts
Samples: Subscription Agreement (Chavant Capital Acquisition Corp.), Subscription Agreement (Chavant Capital Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (a) The obligation hereunder of the parties hereto Subscriber to consummate acquire and pay for the Closing Purchased Securities is subject to the satisfaction or valid waiver by waiver, at or before the Closing, of each party of the conditions that, on set forth below. These conditions are for the Closing Date:Subscriber’s sole benefit and may be waived by the Subscriber at any time in its sole discretion.
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor Company contained in this Subscription Agreement are shall have been true and correct in all material respects (other than representations on the date of this Agreement and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and correct on the Closing Date as if given on and as of the Closing Date (except for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before the Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed by the Company on or before the Closing Date;
(ii) The Transaction Documents have been duly executed and delivered by the Company to the Subscriber;
(iii) On the Closing Date, the Subscriber shall have received an opinion of LorentzAngula Incorporated, the Namibian counsel for NMC, dated the Closing Date, addressed to the Subscribers, in the form attached as Exhibit D.
(b) The obligation hereunder of the Company to issue and sell the Purchased Securities to the Subscriber is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.
(i) The representations and warranties of the Subscriber in this Agreement and each of the other Transaction Documents to which the Subscriber is a party shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a specific particular date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants The Purchase Price for the Purchased Securities has been delivered to the account of AGI for the sole use and agreements benefit of the Company required as described by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;Schedule 6(e) Use of Proceeds; and
(iii) no amendment of The Transaction Documents to which the Transaction Agreement (as Subscriber is a party have been duly executed and delivered by the same exists on the date hereof) shall have occurred that would reasonably be expected Subscriber to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 2 contracts
Samples: Subscription Agreement (Next Graphite, Inc.), Subscription Agreement (Next Graphite, Inc.)
Closing Conditions. a. In addition to the conditions to The Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is shall be subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) i. no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) . no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing, restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention, restraint or prohibition on consummations of the transactions contemplated herebyprohibition; and
(iii) . all conditions precedent to the Transaction Closing under closing of the Transaction Agreement Transaction, including the approval of the SPAC’s stockholders, shall have been satisfied or waived, waived (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closingclosing of the Transaction, but subject to the satisfaction of those conditions at such time).
b. The obligation of the Company to consummate the Closing is also shall be subject to the satisfaction or valid waiver by the Company of the additional conditions that: (i) , on the Closing Date:
i. all representations and warranties of the Investor undersigned contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or an Undersigned Material Adverse EffectEffect (as defined below), which representations and warranties shall be true and correct in all respects) as of such date), at and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date Date; and
ii. the undersigned shall have performed, satisfied and (ii) complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. The obligation of the Investor undersigned to consummate the Closing is also shall be subject to the satisfaction or valid waiver by the Investor undersigned of the additional conditions that, on the Closing Date:
(i) i. all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or as to a Company Material Adverse Effect (as defined hereinbelow), and the representations set forth in Sections 5.f, 5.g and 5.h, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date Date;
ii. the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by them at or prior to Closing;
iii. the Company shall have issued to the undersigned, concurrently with the Closing, a number of warrants equal to the number of the Initial Shares subscribed by the undersigned (except and not including any number of Optional Shares for which the undersigned has the right to subscribe) (the “Warrants”), with each Warrant entitling the holder thereof to purchase one share of Common Stock at the same exercise price as provided in, and otherwise on substantially the same terms as, the warrants that will be held by public stockholders of the SPAC upon completion of the Transaction (other than such differences as may be attributable to the fact that the Warrants are being issued by the Company to the undersigned in one or more transactions exempt from registration under the Securities Act of 1933, as amended);
iv. the closing conditions set forth in Article VI of the Merger Agreement, among the Company, the SPAC and the Broadmark Entities, among others, dated as of August 9, 2019 (the “Merger Agreement”), have been satisfied or waived; provided, however, that in the event the Company or the SPAC waives or agrees to the waiver of any such closing condition set forth in the Merger Agreement (a “Trinity Waiver”), the undersigned shall not be obligated to consummate the Closing if the Company has not obtained the undersigned’s prior written consent to such Trinity Waiver (a “Subscriber Waiver Consent”). For purposes of the foregoing, the parties acknowledge and agree that: (a) with respect to a Trinity Waiver relating to Section 6.1(f), 6.1(g) and/or 6.2(e) of the Merger Agreement and/or Section 2.1(b)(ii) or Section 2.1(c) of the Company Disclosure Schedules (as defined in the Merger Agreement), the undersigned shall be entitled to withold a Subscriber Waiver Consent in its sole discretion; and (b) with respect to a Trinity Waiver relating to any other closing condition set forth in the Merger Agreement, the undersigned shall be entitled to withold a Subscriber Waiver Consent only if the undersigned determines in good faith, and so notifies the Company, that such Trinity Waiver has or is reasonably likely to have a material adverse effect on the undersigned;
v. the Company and the SPAC shall have delivered to the undersigned the a REIT ownership limit waiver, in form and substance reasonably satisfactory to the undersigned and the Company, to the effect that aggregate ownership by the undersigned (and, if applicable, any affiliates of the undersigned) of the Shares and any shares of Common Stock as a result of the conversion of the Warrants may exceed 9.8% without violating any REIT ownership limitation set forth in the Company’s and/or the SPAC’s organizational documents;
vi. the undersigned shall have received payment from the Company of a fee (the “Warrant Equalization Fee”), payable in cash concurrently with the Closing, in an amount equal to (A) the number of the Warrants acquired by the undersigned pursuant to this Agreement multiplied by (B) the amount of the consent fee per warrant paid by the Company in connection with obtaining Warrant Holder Approval (as defined in the Merger Agreement) (provided, however, that the Warrant Equalization Fee shall in no event be less than $0.30 per Warrant acquired by the undersigned pursuant to this Agrement);
vii. following the execution and delivery of the Merger Agreement by the parties thereto on August 9, 2019, there shall have been no amendment of the Merger Agreement (a “Merger Agreement Amendment”) for which the Company has not obtained the prior written consent of the undersigned (a “Subscriber Amendment Consent”). For purposes of the foregoing, the parties acknowledge and agree that: (a) with respect to a Merger Agreement Amendment relating to Section 6.1(f), 6.1(g) and/or 6.2(e) of the Merger Agreement and/or Section 2.1(b)(ii) or Section 2.1(c) of the Company Disclosure Schedules (as defined in the Merger Agreement), the undersigned shall be entitled to withhold a Subscriber Amendment Consent in its sole discretion; and (b) with respect to a Merger Agreement Amendment that amends any other provision of the Merger Agreement, the undersigned shall be entitled to withold a Subscriber Amendment Consent only if the undersigned determines in good faith, and so notifies the Company without unreasonable delay, that such Merger Agreement Amendment has or is reasonably likely to have a material adverse effect on the undersigned. Notwithstanding the foregoing, an amendment of the Merger Agreement solely to correct typographical errors therein or to make other ministerial or otherwise non-substantive changes thereto shall not constitute a Merger Agreement Amendment; and
viii. following the execution and delivery of the Merger Agreement by the parties thereto on August 9, 2019, there shall have been no amendment of the Restrictive Covenants Agreements, dated as of August 9, 2019, between the Company and certain of the Management Company Members (as defined in the Merger Agreement) to reduce the term of any non-competition restriction contained therein.
d. It shall be a condition to the obligation of the Company to sell any Optional Shares that the representations and warranties made as of a specific date, which the undersigned contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or as to an Undersigned Material Adverse EffectEffect (as defined below), which representations and warranties shall be true and correct in all respects) as of such date), at and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;closing date with respect to such Optional Shares.
(ii) all obligationse. The undersigned agrees that, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on at or prior to the Closing that benefits such Other Investors (other than terms particular closing with respect to the regulatory requirements sale of such Other Investors or related funds) unless any Optional Shares, the Investor has been offered substantially similar benefits in writingundersigned shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9.
Appears in 2 contracts
Samples: Subscription Agreement (Broadmark Realty Capital Inc.), Subscription Agreement (Trinity Sub Inc.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation obligations of the Company to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Company of the conditions that: (i) , at the applicable Closing Date:
i. all representations and warranties of the Investor Subscriber contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true and correct in all respects) at and as of such Closing Date as though made on such Closing Date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of such specified date) (collectively, the “Subscriber Bring-Down Condition”), and the Subscriber agrees that consummation of the transactions contemplated hereunder on such Closing Date shall constitute a reaffirmation certification by the Investor of each of Subscriber to the representations Company that the Subscriber Bring-Down Condition has been satisfied; and
ii. the Subscriber shall have performed or complied in all material respects with all agreements and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed or complied with by it the Subscriber at or prior to the such Closing Date shall have been performed in all material respectsDate.
c. b. The obligation obligations of the Investor Subscriber to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Investor of the conditions that, at the applicable Closing Date:
(i) i. all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the such Closing Date as though made on such Closing Date (except for those representations and warranties made that speak as of a specific date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such specified date) (collectively, the “Company Bring-Down Condition”), and the Company agrees that consummation of the transactions contemplated hereunder on such Closing Date shall constitute a reaffirmation certification by the Company of each of to the representations and warranties of Subscriber that the Company contained in this Subscription Agreement as of the Closing DateBring- Down Condition has been satisfied;
(ii) all obligations, covenants and agreements of . the Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsAgreement;
(iii) . no amendment amendment, modification or waiver of any provision of the Transaction Agreement (as defined below and as the same exists on the date hereof) shall have occurred that reasonably would reasonably be expected to materially and adversely affect the economic benefits that the Investor Subscriber reasonably would reasonably expect to receive under this Subscription Agreement, without having received the Subscriber’s prior written consent, which such prohibition, for the avoidance of doubt, shall not include the waiver of any minimum cash condition set forth in the Transaction Agreement by the Company and/or Mobix;
iv. no amendment, modification or waiver of one or more of the Other Subscription Agreements (including via a side letter or other agreement) shall be executed that materially benefits one or more Other Subscribers unless the Subscriber has been offered the same benefits; and
v. the Company shall have filed with the Nasdaq Stock Market LLC (“Nasdaq”), no later than fifteen calendar days prior to the Transaction Closing Date, a listing of additional shares notification for the listing of the Shares, in accordance with Nasdaq Listing rule 5250 (e)(2).
c. The obligations of each of the Company and the Subscriber to consummate the transactions contemplated hereunder are subject to the conditions that, at the applicable Closing:
i. no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;
ii. all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares) required to be made in connection with the issuance and sale of the Shares shall have been obtained or made, except where the failure to so obtain or make would not prevent the Company from consummating the transactions contemplated hereby, including the issuance and sale of the Shares;
iii. in the case of the Subscription Closing, all conditions precedent to the Transaction Closing set forth in the Transaction Agreement (as in effect on the date hereof), including the approval of the Company’s shareholders and regulatory approvals, if any, shall have been satisfied or waived as determined by the parties to the Transaction Agreement (other than those conditions which, by their nature, are to be satisfied by a party to the Transaction Agreement at the Transaction Closing, but subject to satisfaction or waiver by such party of such conditions as of the Transaction Closing), and the Transaction Closing shall have been or will be scheduled to occur substantially concurrently with the Subscription Closing; and
iv) . no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdiction, or initiation or written threats of any proceedings for any of such purposes, shall have occurred and no suspension be continuing.
d. The Subscriber agrees that upon the occurrence of each Closing, any condition to the Subscriber’s obligations to consummate the transactions hereunder set forth in Sections 3(b) or removal from listing 3(c) hereof that was not satisfied as of such Closing shall be deemed to have been waived by the Subscriber; provided, however, that such waiver shall only be deemed to be given if and to the extent the Subscriber has actual knowledge of the Class A ordinary shares condition not being satisfied (with no obligation on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification part of the Subscriber to make any Other Subscription Agreement on or prior inquiry as to the satisfaction of any such condition).
e. Prior to or at each Closing that benefits such Other Investors (other than terms particular Date, Subscriber shall deliver to the regulatory requirements of such Other Investors Company a duly completed and executed Internal Revenue Service Form W-9 or related funds) unless the Investor has been offered substantially similar benefits in writingappropriate Form W-8.
Appears in 2 contracts
Samples: Subscription Agreement (Mobix Labs, Inc), Subscription Agreement (Chavant Capital Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to The Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is shall be subject to the satisfaction on the Transaction Closing Date, or valid the waiver by each party of the conditions thatparties hereto, on of each of the following conditions:
a. all representations and warranties of the Company, Holdco and the undersigned contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect or Holdco Material Adverse Effect (each as defined herein), which representations and warranties shall be true in all respects) at and as of the Transaction Closing Date (or, with respect to any representations and warranties made as of a specific date, as of such specific date), and consummation of the Closing Date:
(i) no suspension shall constitute a reaffirmation by each of the qualification Company, Holdco and the undersigned of each of the Shares for offering or sale or trading in any jurisdictionrepresentations, or initiation or threatening of any proceedings for any warranties and agreements of such purposesparty contained in this Subscription Agreement as of the Transaction Closing Date, shall have occurredbut in each case without giving effect to consummation of the Transaction;
(ii) b. no applicable governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.prohibition;
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdictionjurisdiction of competent jurisdiction in which such Shares are being offered and sold, and no suspension or removal from listing initiation or threatening of the Class A ordinary shares on the Nasdaq any proceedings for any of such purposes, shall have occurred; and;
(v) there d. each of the Company and the undersigned shall have been no amendmentperformed, waiversatisfied and complied in all material respects with all covenants, or modification to any Other agreements and conditions required by this Subscription Agreement on to be performed, satisfied or complied with by it at or prior to the Closing that benefits Closing, except where the failure of such Other Investors performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the parties to consummate the Closing; and
e. all conditions precedent to the closing of the Transaction set forth in the Business Combination Agreement, including the approval of the Company’s shareholders, shall have been satisfied or, to the extent permitted by applicable law, waived (other than terms particular those conditions which, by their nature, can only be satisfied at the closing of the Transaction, but subject to the regulatory requirements satisfaction of such Other Investors or related funds) unless conditions as of the Investor has been offered substantially similar benefits in writingclosing of the Transaction).
Appears in 2 contracts
Samples: Subscription Agreement (Moringa Acquisition Corp), Subscription Agreement (Silexion Therapeutics Corp)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (a) The obligation of the parties hereto to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Datefollowing conditions:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iiiii) (A) all conditions precedent to the Transaction Closing under closing of the Transaction contained in the Merger Agreement shall have been satisfied or waived, (as determined by the parties to the Merger Agreement and other than those conditions under the Transaction Merger Agreement which, by their nature, are to be satisfied fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Shares pursuant to this Subscription Agreement) or waived according to the terms of the Merger Agreement and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing.
b. (b) The obligation of the Company CSLM Delaware to consummate the Closing is also issuance and sale of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Company of the conditions that: that (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific datequalified by materiality, which shall be true and correct in all material respects (other than and those representations and warranties that are qualified speak as to materiality or Material Adverse Effectof a specified earlier date, which representations and warranties shall be so true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date Closing; and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. (c) The obligation of the Investor to consummate the Closing is also purchase of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver conditions (which may be waived by the Investor of the conditions that:
Investor) that (i) all representations and warranties of the Company CSLM Delaware contained in this Subscription Agreement shall be true and correct in all material respects at and as of the Closing (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at respects and as of the Closing Date (except for those representations and warranties made that speak as of a specific specified earlier date, which shall be so true and correct in all material respects (other than representations and warranties that are or, if qualified as to by materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Company CSLM Delaware of each of the representations and warranties of the Company CSLM Delaware contained in this Subscription Agreement as of the Closing Date;
Closing; and (ii) all obligations, covenants and agreements of the Company CSLM Delaware required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 2 contracts
Samples: Subscription Agreement (CSLM Acquisition Corp.), Subscription Agreement (CSLM Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation obligations of the Company to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Company of the conditions that: (i) , at the Subscription Closing:
i. all representations and warranties of the Investor undersigned contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing as though made on the Subscription Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date), and consummation of the Subscription Closing shall constitute a reaffirmation by the Investor undersigned of each of the representations representations, warranties and warranties agreements of the Investor undersigned contained in this Subscription Agreement as of the Closing Date and (ii) all obligationsSubscription Closing, covenants and agreements but in each case without giving effect to consummation of the Investor Transaction; and
ii. the undersigned shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsAgreement.
c. b. The obligation obligations of the Investor undersigned to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Investor of the conditions that, at the Subscription Closing:
(i) i. all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing Date as though made on the Subscription Closing (except for those representations and warranties made that speak as of a specific date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Subscription Closing shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company contained in this Subscription Agreement as of the Closing DateSubscription Closing, but in each case without giving effect to consummation of the Transaction;
(ii) all obligations, covenants and agreements of . the Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed by it at Agreement; and
iii. no amendment, modification or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment waiver of the Transaction Agreement (as the same exists on the date hereofdefined below) shall have occurred that reasonably would reasonably be expected to materially and adversely affect the economic benefits that the Investor Subscriber reasonably would reasonably expect to receive under this Subscription Agreement;.
(iv) c. The obligations of each of the Company and the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:
i. no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing initiation or threatening of the Class A ordinary shares on the Nasdaq any proceedings for any of such purposes, shall have occurred;
ii. no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; and
(v) there iii. all conditions precedent to the closing of the Transaction set forth in the Transaction Agreement, including the approval of the Company’s stockholders and regulatory approvals, if any, shall have been no amendment, waiver, satisfied or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors waived (other than terms particular those conditions which, by their nature, are to be satisfied by a party to the regulatory requirements Transaction Agreement at the closing of the Transaction, but subject to satisfaction or waiver by such party of such Other Investors or related funds) unless conditions as of the Investor has been offered substantially similar benefits in writingclosing of the Transaction).
Appears in 2 contracts
Samples: Subscription Agreement (InterPrivate Acquisition Corp.), Subscription Agreement (InterPrivate Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation obligations of the Company to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Company of the conditions that: (i) , at the Subscription Closing:
i. all representations and warranties of the Investor Subscriber contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing as though made on the date of the Subscription Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date), but in each case without giving effect to the Transaction Closing (collectively, the “Subscriber Bring-Down Condition”), and the Subscriber agrees that consummation of the Subscription Closing shall constitute a reaffirmation certification by the Investor of each of Subscriber to the representations Company that the Subscriber Bring-Down Condition has been satisfied; and
ii. the Subscriber shall have performed or complied in all material respects with all agreements and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsAgreement.
c. b. The obligation obligations of the Investor Subscriber to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Investor of the conditions that, at the Subscription Closing:
(i) i. all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing Date as though made on the date of the Subscription Closing (except for those representations and warranties made that speak as of a specific date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such specified date), but in each case without giving effect to the Transaction Closing (except as otherwise provided herein) (collectively, the “Company Bring-Down Condition”), and the Company agrees that consummation of the Subscription Closing shall constitute a reaffirmation certification by the Company of each of to the representations and warranties of Subscriber that the Company contained in this Subscription Agreement as of the Closing DateBring-Down Condition has been satisfied;
(ii) all obligations, covenants and agreements of . the Company shall have performed, satisfied, or complied in all material respects with all agreements, conditions and covenants required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsAgreement;
(iii) . no amendment amendment, modification or waiver of the Transaction Agreement (as the same exists on defined below) from and after the date hereof) hereof shall have occurred that reasonably would reasonably be expected to materially and adversely affect the economic benefits that the Investor Subscriber reasonably would reasonably expect to receive under this Subscription AgreementAgreement without having received the Subscriber’s prior written consent;
iv. the Company shall have filed with the NYSE (as defined below) an application or supplemental listing application for the listing of the Shares and the Shares shall have been approved for listing, subject to official notice of issuance;
v. all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including the NYSE and any stockholder approval required by the rules and regulations of the NYSE) or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares) required to be made in connection with the issuance and sale of the Shares shall have been obtained or made, except where the failure to so obtain or make would not prevent the Company from consummating the transactions contemplated hereby, including the issuance and sale of the Shares; and
vi. vii. there shall not have occurred any Material Adverse Effect.
c. The obligations of each of the Company and the Subscriber to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:
i. no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;
ii. all conditions precedent to the Transaction Closing set forth in the Transaction Agreement, including the approval of the Company’s stockholders and regulatory approvals, if any, shall have been satisfied or waived (other than those conditions which, by their nature, are to be satisfied by a party to the Transaction Agreement at the Transaction Closing, but subject to satisfaction or waiver by such party of such conditions as of the Transaction Closing) and the closing of the Transaction shall be scheduled to occur substantially concurrently with or immediately following the Closing;
iii. the subscriptions contemplated by the Other Subscription Agreements executed by the Other Subscribers shall have been or will be consummated substantially concurrently with the Closing; and
iv) . no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing initiation or written threats of the Class A ordinary shares on the Nasdaq any proceedings for any of such purposes, shall have occurred; andoccurred and be continuing.
(v) there d. Prior to or at the Subscription Closing, Subscriber shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior deliver to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors Company a duly completed and executed Internal Revenue Service Form W-9 or related funds) unless the Investor has been offered substantially similar benefits in writingappropriate Form W-8.
Appears in 2 contracts
Samples: Subscription Agreement (DPCM Capital, Inc.), Subscription Agreement (DPCM Capital, Inc.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver in writing by each party of the conditions that, on the Closing Datefollowing conditions:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced promulgated or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyprohibition; and
(iiiii) all conditions precedent to the closing of the Transaction Closing under of the Transaction Agreement shall have been satisfied or waived, (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the closing of the Transaction) shall have been satisfied (as determined by the parties to the Transaction ClosingAgreement) or waived, and the Transaction shall have been consummated.
b. The obligation of the Company Highland Transcend to consummate the purchase and sale of the Shares at the Closing is also pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Company Highland Transcend of the additional conditions that: :
(i) all representations and warranties of the Investor contained in this Subscription Agreement are shall be true and correct at and as of the Closing Date in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations to the extent that any such representation and warranties made warranty expressly speaks as of a specific an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true and correct in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations representations, warranties, covenants and warranties agreements of the Investor contained in this Subscription Agreement as of the Closing Date Date, or as of such earlier date, as applicable; and (ii) all obligations, covenants and agreements of the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. The obligation of the Investor to consummate the purchase and sale of the Shares at the Closing is also pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver in writing by the Investor of the additional conditions (and the consummation of the Closing shall constitute a certification by Highland Transcend to the Investor that, to extent not waived in writing by the Investor, the conditions to Closing set forth in Sections 3(a) and 3(c) have been satisfied) that:
(i) all representations and warranties of the Company Highland Transcend contained in this Subscription Agreement shall be true and correct as of the date made (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) and shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations to the extent that any such representation and warranties made warranty expressly speaks as of a specific an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse EffectEffect (as defined below), which representations and warranties shall be true and correct in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Company Highland Transcend of each of the representations representations, warranties, covenants and warranties agreements of the Company Highland Transcend contained in this Subscription Agreement as of the Closing DateDate or as of such earlier date, as applicable;
(ii) Highland Transcend shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Company conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing;
(iii) no amendment suspension of the qualification of the Shares for offering or sale or trading by the Securities and Exchange Commission (the “SEC”) or under the NYSE marketplace rules, or initiation or threatening in writing of any proceedings for any of such purposes, shall have occurred, and the Shares shall have been approved for listing on the NYSE, subject to official notice of issuance.
(iv) no Material Adverse Effect (as defined in the Transaction Agreement) shall have occurred between the date hereof and the Closing Date;
(v) the Transaction Agreement (as the same exists on the date hereofof this Subscription Agreement) shall not have occurred been amended to, and there shall have been no waiver or modification to the Transaction Agreement (as the same exists on the date of this Subscription Agreement) that would reasonably be expected to would, materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of Agreement without having received the qualification of the CompanyInvestor’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurredprior written consent; and
(vvi) there no Other Subscription Agreement shall have been no amendmentamended, waiver, modified or modification to waived in any manner that materially benefits any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) Investor unless the Investor has shall have been offered substantially similar benefits in writing.
Appears in 2 contracts
Samples: Subscription Agreement (Highland Transcend Partners I Corp.), Subscription Agreement (Highland Transcend Partners I Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation The obligations of the parties hereto Company to consummate the Closing is transactions contemplated hereunder are subject to the satisfaction or valid waiver by each party of the conditions that, at the Subscription Closing:
i. all representations and warranties of the undersigned contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to “materiality” or “Material Adverse Effect”, which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing as though made on the Closing DateDate (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date), and consummation of the Subscription Closing shall constitute a reaffirmation by the undersigned of each of the representations, warranties and agreements of such party contained in this Subscription Agreement as of the Subscription Closing;
ii. the undersigned shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed or complied by the undersigned at or prior to the Subscription Closing; and
iii. the Financing Agreement shall have become effective and the Company shall have received from the Subscriber an amount no less than the Facility Amount.
b. The obligations of the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:
(i) no suspension i. all representations and warranties of the qualification Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to “materiality” or “Material Adverse Effect”, which representations and warranties shall be true and correct in all respects) at and as of the Shares Subscription Closing as though made on the Closing Date (except for offering or sale or trading those representations and warranties that speak as of a specific date, which shall be so true and correct in any jurisdiction, or initiation or threatening of any proceedings for any all material respects as of such purposesspecified date), other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct as of such specified date in all respects, and consummation of the Subscription Closing shall constitute a reaffirmation by the Company to the undersigned of its representations, warranties and agreements contained in this Subscription Agreement as of the Subscription Closing; and
ii. the Company shall have occurred;performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed or complied by the Company at or prior to the Subscription Closing.
(ii) c. The obligations of each of the Company and the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:
i. no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyprohibition; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) . no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing initiation or threatening of the Class A ordinary shares on the Nasdaq any proceedings for any of such purposes, shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingoccurred and be continuing.
Appears in 2 contracts
Samples: Subscription Agreement (Wallbox N.V.), Subscription Agreement (Wallbox N.V.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied (as determined by the parties to the Transaction Agreement) or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectrespects, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. (i) The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
that (i) all representations and warranties of Armada and the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or an Armada Material Adverse Effect (as defined herein), or Company Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or an Armada Material Adverse EffectEffect (as defined herein), or Company Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of Armada and the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Company or Armada to consummate the transactions contemplated by this Agreement and (iii) no amendment the terms and conditions of the Transaction Agreement (as include the same exists on the date hereofconditions precedent thereto) shall not have occurred been amended or waived in a manner that would reasonably be expected to materially and adversely affect affects the Investor’s economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 2 contracts
Samples: Subscription Agreement (REZOLVE GROUP LTD), Subscription Agreement (Armada Acquisition Corp. I)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Datefollowing conditions:
(i) no suspension of the qualification of the Shares for offering there shall not be in force any order, judgment or sale injunction, in each case, entered into by or trading in with any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iiiii) (A) all conditions precedent to the closing of the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, (as determined by the parties to the Transaction Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Shares pursuant to this Subscription Agreement) or waived and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing.
b. The In addition to the conditions set forth in Section 3(a), the obligation of the Company VS PubCo to consummate the Closing is also issuance and sale of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Company of the conditions that: (i) condition that all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made unless they specifically speak as of a specific an earlier date, in which case they shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsDate.
c. The In addition to the conditions set forth in Section 3(a), the obligation of the Investor to consummate the Closing is also purchase of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Investor of the following conditions that:
: (i) all (A) the representations and warranties of the Company Horizon and VS PubCo contained in Sections 5(a), 5(c) and 5(l) of this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date and (except for B) all other representations and warranties made as of a specific date, which Horizon and VS PubCo contained in this Subscription Agreement shall be true and correct in all material respects (other than representations at and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
, other than any failures to be true and correct that would not result, individually or in the aggregate, in a Material Adverse Effect, (ii) each of Horizon and VS PubCo shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Company conditions required by this the Subscription Agreement to be performed have been performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;
Closing, (iii) no amendment of except to the extent consented to in writing by the Investor, the Transaction Agreement (as the same exists on the date hereof) shall not have been amended or modified, and no waiver shall have occurred thereunder, that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
, (iv) there shall have been no amendment, waiver or modification to the Other Subscription Agreements (including via a side letter or other agreement) that materially benefits the Other Investors thereunder unless the Investor has been offered the same benefits, and (v) no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq jurisdiction shall have occurred; and
(v) there , and the Shares acquired hereunder shall have been no amendmentapproved for listing on the NYSE (as defined below), waiver, or modification subject to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements official notice of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingissuance.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation (a) The obligations of the parties hereto Company hereunder with respect to consummate any Purchaser in connection with the Closing is are subject to the satisfaction or valid waiver by each party of the following conditions that, on the Closing Datebeing met:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct accuracy in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of on the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor such Purchaser contained in this Subscription Agreement as of the Closing Date and herein (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made unless as of a specific date, date therein in which case they shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) accurate as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company such Purchaser required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment the delivery by such Purchaser of the items set forth in Section 2.4(b) of this Agreement; and
(iv) NYSE American shall have raised no objection to the consummation of the transactions contemplated by the Transaction Agreement Documents.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the representations and warranties made by the Company in Article 3 hereof qualified as the same exists on to materiality shall be true and correct as of the date hereofhereof and the initial Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Article 3 hereof not qualified as to materiality shall be true and correct in all material respects as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date, whether under this Agreement or the other Transaction Documents, shall have occurred that would reasonably be expected to materially and adversely affect been performed in all material respects;
(iii) the economic benefits that delivery by the Investor would reasonably expect to receive under Company of the items set forth in Section 2.4(a) of this Subscription Agreement;
(iv) no suspension the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the qualification purchase and sale of the Company’s Class A ordinary shares Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect, except for offering such that could not reasonably be expected to have a Material Adverse Effect;
(v) no judgment, writ, order, injunction, award or sale decree of or trading in by any jurisdictioncourt, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no suspension action or removal from listing Proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the Class A ordinary shares on transactions contemplated hereby or in the Nasdaq other Transaction Documents;
(vi) no stop order or suspension of trading shall have occurredbeen imposed by NYSE American, the Commission or any other governmental or regulatory body with respect to public trading in the Common Stock;
(vii) NYSE American shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents; and
(vviii) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior Material Adverse Effect with respect to the Closing that benefits such Other Investors (other than terms particular to Company from the regulatory requirements date hereof through the date of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writinginitial Closing.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (a) The obligation hereunder of the parties hereto Subscriber to consummate acquire and pay for the Closing Purchased Securities is subject to the satisfaction or valid waiver by waiver, at or before the Closing, of each party of the conditions that, on set forth below. These conditions are for the Closing Date:Subscriber’s sole benefit and may be waived by the Subscriber at any time in its sole discretion.
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor Company contained in this Subscription Agreement are shall have been true and correct in all material respects (other than representations on the date of this Agreement and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and correct on the Closing Date as if given on and as of the Closing Date (except for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before the Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed by the Company on or before the Closing Date;
(ii) The Transaction Documents have been duly executed and delivered by the Company to the Subscriber;
(iii) On the Closing Date, the Subscriber shall have received an opinion of Astapov Lawyers, Ukrainian counsel for the Company, dated the Closing Date, addressed to the Subscribers, in the form attached as Exhibit A.
(b) The obligation hereunder of the Company to issue and sell the Purchased Securities to the Subscriber is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.
(i) The representations and warranties of the Subscriber in this Agreement and each of the other Transaction Documents to which the Subscriber is a party shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a specific particular date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of The Purchase Price for the Company required by this Subscription Agreement to be performed by it at or prior Purchased Securities has been delivered to the Closing Date shall have been performed in all material respects;Company; and
(iii) no amendment of The Transaction Documents to which the Transaction Agreement (as Subscriber is a party have been duly executed and delivered by the same exists on the date hereof) shall have occurred that would reasonably be expected Subscriber to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 1 contract
Closing Conditions. a. In addition (i) The respective obligations of each of the Investors, on the one hand, and the Company, on the other hand, to consummate the Closing are subject to the conditions fulfillment or written waiver by each of the Investors and the Company prior to the Closing set forth in Section 2of the following conditions:
(A) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Closing and no lawsuit shall have been commenced by a Governmental Entity seeking to effect any of the foregoing; and
(B) any required approvals or authorizations of or notices to (or expiration or termination of any applicable waiting periods of) Governmental Entities shall have been received or made (or have occurred) as applicable.
(ii) The obligation of the parties hereto each Investor to consummate the Closing is also subject to the satisfaction fulfillment or valid written waiver by the applicable Investor at or prior to the Closing of each party of the conditions thatfollowing conditions:
(A) (x) the representations and warranties of the Company set forth in this Agreement (excluding the representations and warranties of the Company set forth in Sections 2.2(b), 2.2(g) and 2.2(k)) shall be true and correct (without regard to “materiality” or “Material Adverse Effect” qualifications included therein) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such other date), except to the extent that the failure of such representations and warranties to be so true and correct, individually or in the aggregate, does not have and would not be reasonably likely to have a Material Adverse Effect and (y) the representations and warranties of the Company set forth in Sections 2.2(b), 2.2(g) and 2.2(k) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date);
(B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date:;
(iC) no suspension the Company shall have duly executed and delivered to OEP the OEP Investment Agreement Amendment and to Sagard and Tinicum the Other Investors’ Investment Agreement Amendment;
(D) the Company shall have duly executed and delivered to the Investor the Amendment to the Registration Rights Agreement in the form attached hereto as Exhibit H (the “Registration Rights Agreement Amendment”);
(E) the Administrative Committee of the qualification board of directors of the Shares for offering or sale or trading Company (the “Board of Directors”) shall have been established and members thereof elected in any jurisdictionaccordance with the Certificate of Designation;
(F) Xxxxxx Xxxxxxxx & Xxxx LLP, or initiation or threatening of any proceedings for any of such purposesas counsel to the Company, shall have occurred;delivered to the Investors an opinion, dated as of the Closing Date, in the form attached hereto as Exhibit I; and
(iiG) no applicable governmental authority the Company shall have enacted, issued, promulgated, enforced taken all such steps as may be required to cause any dispositions of Series A Preferred Stock and/or Common Stock (including derivative securities with respect thereto) or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect acquisitions of Series A Preferred Stock and has the effect of making the consummation of Common Stock resulting from the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation by each individual who is subject to the reporting requirements of Section 16(a) of the transactions contemplated herebyExchange Act with respect to the Company, and no governmental authority shall have instituted or threatened to be exempt under Rule 16b-3 promulgated under the Exchange Act (such steps as taken in writing a proceeding seeking to impose any such restraint or prohibition on consummations of accordance with the transactions contemplated hereby; andinterpretive guidance set forth by the SEC (as hereinafter defined)).
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction fulfillment or written waiver by the Company at or prior to the Closing of each of the conditions that: following conditions:
(iA) all (x) the representations and warranties of the each Investor contained set forth in this Subscription Agreement are (excluding the representations and warranties of such Investor set forth in Section 2.3(d) and 2.3(e)) shall be true and correct in all material respects (without regard to “materiality” or “Material Adverse Effect” qualifications included therein) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that are qualified by their terms speak as to materiality or Material Adverse Effect (as defined herein)of another date, which representations and warranties shall be true in all respects) at and correct as of such other date), except to the Closing Date (except for extent that the failure of such representations and warranties made as to be so true and correct would not reasonably be expected to materially adversely affect such Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and (y) the representations and warranties of a specific date, which each Investor set forth in Section 2.3(d) and 2.3(e) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that are qualified by their terms speak as to materiality or Material Adverse Effectof another date, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date such other date);
(except for representations and warranties made as of a specific date, which B) each Investor shall be true and correct have performed in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company obligations required by this Subscription Agreement to be performed by it under this Agreement at or prior to the Closing Date shall have been performed in all material respectsClosing;
(iiiC) no amendment of the Transaction Agreement (as the same exists on the date hereof) OEP shall have occurred that would reasonably be expected duly executed and delivered to materially the Company the OEP Investment Agreement Amendment and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, Sagard and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq Tinicum shall have occurredexecuted and delivered to the Company the Other Investors’ Investment Agreement Amendment; and
(vD) there the Investors shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior duly executed and delivered to the Closing that benefits such Other Investors (other than terms particular to Company the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingRegistration Rights Agreement Amendment.
Appears in 1 contract
Samples: Exchange Agreement (X Rite Inc)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (a) The obligation of the parties hereto to consummate the Closing transactions contemplated pursuant to this Agreement is subject to the following conditions: (i) there shall not be in force any injunction or order enjoining or prohibiting, or any proceeding seeking to enjoin or prohibit, the transactions contemplated pursuant to this Agreement and (ii) all conditions precedent to the consummation of the Transaction set forth in the Transaction Agreement shall have been satisfied or waived (other than those conditions which, by their nature, are to be satisfied at the applicable closing date under the Transaction Agreement, but subject to the satisfaction or valid waiver of such conditions as of the closing of the Transaction) and the closing of the Transaction shall occur substantially concurrently with the Closing.
(b) The obligation of the Company to consummate the transactions with each Encompass Investor contemplated pursuant to this Agreement is also subject to the satisfaction or waiver by each party the Company and Alussa of the following additional conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the such Encompass Investor contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and ; and
(ii) such Encompass Investor shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. (c) The obligation of the each Encompass Investor to consummate the Closing transactions contemplated pursuant to this Agreement is also subject to the satisfaction or waiver by the each such Encompass Investor of the following additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company and Alussa contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company and Alussa shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it the Company and Alussa at or prior to the Closing Date shall have been performed in all material respectsClosing;
(iii) no amendment (A) the Transaction Agreement (as the same exists on the date of this Agreement) shall not have been modified, waived or amended to materially adversely affect any Encompass Investor (in its capacity as such), and (B) Section 12.2(c) of the Transaction Agreement (as the same exists on the date hereofof this Agreement) shall not have occurred that would reasonably be expected to materially been modified, waived or amended in any material respect, in each case of clauses (A) and adversely affect (B), without having received the economic benefits that the Investor would reasonably expect to receive under this Subscription AgreementEncompass Investors’ prior written consent;
(iv) no suspension the Company shall not have entered into any Other Subscription Agreement with a lower Per Share Subscription Price or, other than with respect to (A) the Other Subscription Agreement entered into with Spring Creek Capital, LLC (a subsidiary of the qualification of the Company’s Class A ordinary shares for offering Xxxx Industries, Inc.) or sale (B) certain settlement arrangements owing to regulatory constraints, other terms (economic or trading otherwise) substantively more favorable to such other subscriber or investor than as set forth in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurredthis Agreement; and
(v) there the Shares shall have been no amendmentapproved for listing on the NYSE (as defined below) effective upon the closing of the Transaction (“Transaction Closing”).
(d) The Company shall use reasonable efforts to ensure the satisfaction of the conditions set out in: (i) Section 3(c) of this Agreement, waiver, or modification and (ii) the Transaction Agreement. Each Encompass Investor shall use reasonable efforts to any Other Subscription Agreement on or prior to ensure the Closing that benefits such Other Investors (other than terms particular to satisfaction of the regulatory requirements conditions set out in Section 3(b) of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingthis Agreement.
Appears in 1 contract
Samples: Preferred Share Acquisition Agreement (Alussa Energy Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Datefollowing conditions:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby Investment Transactions illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyInvestment Transactions; and
(iiiii) all conditions precedent to the Transaction Closing under closing of the Transaction Transactions contained in the Business Combination Agreement shall have been satisfied or waived, (as determined by the parties to the Business Combination Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction closing of the Transactions, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement, and the closing of the Transactions shall be scheduled to occur immediately following the Closing.
b. The obligation of the Company XXXX to consummate the Closing is also issuance and sale of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Company XXXX of the additional conditions that: :
(i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects at and as of the Closing Date as though made at that time (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific dateby materiality, which shall be true and correct in all material respects (other than respects, and those representations and warranties that are qualified speak as to materiality or Material Adverse Effectof a specified earlier date, which representations and warranties shall be so true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations representations, warranties, covenants and warranties agreements of the Investor contained in this Subscription Agreement as of the Closing Date and Date; and
(ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also purchase of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Investor of the additional conditions that:
(i) all representations and warranties of the Company XXXX contained in this Subscription Agreement shall be true and correct in all material respects at and as of the Closing Date as though made at that time (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than respects, and those representations and warranties that are speak as of a specified earlier date, which shall be so true and correct in all material respects (or, if qualified as to by materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) at and as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Company XXXX of each of the representations representations, warranties, covenants and warranties agreements of the Company XXXX contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company XXXX required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment suspension of the Transaction Agreement qualification of the Shares for offering or sale or trading in any applicable jurisdiction, or initiation or threatening of any proceedings for any such purposes, shall have occurred;
(iv) there shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially economically benefits the Other Investors, or that provides rights to the Other Investors that are more favorable in any material respect than the rights of the Investor provided by this Subscription Agreement, unless the Investor has been offered substantially the same benefits or rights, as applicable, except that XXXX may, in its sole discretion, increase or decrease the number of Shares to be purchased by any of the Other Investors; provided that the aggregate Subscription Amounts of the Investors, taken together with any capital contributions made by an Investor to the Company as part of the Interim Company Financing and any Open-Market Purchases (as defined below), may not be decreased by XXXX below $200,000,000; and
(v) there shall have been no amendment or modification of, or waiver under, the same exists on Business Combination Agreement, as in effect as of the date hereof) shall have occurred , that would reasonably be expected to materially and adversely affect the economic benefits that to the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension Agreement without having received the prior written consent of the qualification Unaffiliated PIPE Investors (as defined below) that have an aggregate Subscription Amount that is more than 50% of the aggregate Subscription Amount of all Unaffiliated PIPE Investors; provided, that the foregoing condition shall not apply with respect to any amendment, modification or waiver of Section 8.3(c) of the Business Combination Agreement (or the effects thereof). “Unaffiliated PIPE Investors” means the Investors who are not (A) listed on Schedule B hereto or (B) an existing direct or indirect securityholder of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Datefollowing conditions:
(ia) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint prevention or prohibition on consummations of the transactions contemplated hereby; andprohibition;
(iiib) all conditions precedent to the Transaction Closing under terms of the Transaction Agreement (including the conditions thereto) shall not have been satisfied amended or waived, other than those conditions under waived in a manner that is materially adverse to the Transaction Agreement which, by their nature, are Investor (in its capacity as such);
(c) (i) with respect to be satisfied at the Transaction Closing.
b. The Investor’s obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company purchase of the conditions that: (i) Shares pursuant to this Subscription Agreement, all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company Apex contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by Apex of each of the representations, warranties and agreements of Apex contained in this Subscription Agreement as of the Closing Date (except for other than those representations and warranties expressly made as of a specific an earlier date, which shall be true and correct in all material respects as of such earlier date); and (ii) with respect to Apex’s obligation to consummate the sale of the Shares pursuant to this Subscription Agreement, all representations and warranties of Investor contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse EffectEffect (as defined herein), which representations and warranties shall be true in all respects) at and as of such date)the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Company Investor of each of the representations representations, warranties and warranties agreements of the Company Investor contained in this Subscription Agreement as of the Closing DateDate (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier date);
(iid) all obligations, covenants and agreements (i) with respect to Investor’s obligation to consummate the purchase of the Company Shares pursuant to this Subscription Agreement, Apex shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment Closing, except where the failure of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of Investor to consummate the Closing; and adversely affect (ii) with respect to Apex’s obligation to consummate the economic benefits that sale of the Investor would reasonably expect Shares pursuant to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq Investor shall have occurredperformed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of Apex to consummate the Closing; and
(ve) there all conditions precedent to the closing of the Transaction, including all necessary approvals of Apex’s stockholders and regulatory approvals, if any, shall have been no amendment, waiver, satisfied or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors waived (other than terms particular those conditions that may only be satisfied at the closing of the Transaction, but subject to the regulatory requirements satisfaction or waiver of such Other Investors or related funds) unless conditions as of the Investor has been offered substantially similar benefits in writingclosing of the Transaction).
Appears in 1 contract
Samples: Subscription Agreement (Apex Technology Acquisition Corp)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation obligations of the Company to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction (or valid waiver by the Company in writing) of the conditions condition that: (i) , at the Subscription Closing, all representations and warranties of the Investor undersigned contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse EffectEffect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of such date)the Subscription Closing, and consummation of the Subscription Closing shall constitute a reaffirmation by the Investor undersigned of each of the representations representations, warranties and warranties agreements of the Investor such party contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements Subscription Closing.
b. The obligations of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor undersigned to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction (or valid waiver by the Investor undersigned in writing) of the conditions that:
(i) , at the Subscription Closing: all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Subscription Closing, and consummation of the Subscription Closing shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company such party contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of Subscription Closing; the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed by it performed, satisfied or complied with at or prior to the Closing Date Subscription Closing; and no suspension of the offering or sale of the Shares shall have been performed initiated or, to the Company’s knowledge, threatened, in any jurisdiction, including by the Securities and Exchange Commission (the “Commission”), and the Shares shall have been approved for listing on the Nasdaq Capital Market (“Nasdaq”), subject to official notice of issuance.
c. The obligations of each of the Company and the undersigned to consummate the transactions contemplated hereunder are subject to the satisfaction (or waiver by the Company and the undersigned in writing) of the conditions that, at the Subscription Closing: no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award after the date hereof (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition; and all material respects;conditions precedent to the Transaction Closing, including all necessary approvals of the Company’s stockholders and regulatory approvals, if any, shall have been satisfied or waived (other than those conditions that may only be satisfied at the Transaction Closing, which conditions shall be satisfied as of the Transaction Closing).
(iii) no amendment d. The obligations of the undersigned to consummate the transactions contemplated hereunder are also subject to the condition that the Transaction Agreement (as the same exists on the date hereofof this Subscription Agreement) shall not have occurred been terminated or rescinded and, shall not have been amended to, and there shall have been no waiver or modification to the Transaction Agreement (as the same exists on the date of this Subscription Agreement) that would reasonably be expected to would, materially and adversely affect the economic benefits that the Investor Subscriber would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the CompanyAgreement without having received Subscriber’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no prior written consent to such amendment, waiver, or modification (not to any Other Subscription Agreement on be unreasonably withheld, conditioned or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingdelayed).
Appears in 1 contract
Samples: Subscription Agreement (Big Rock Partners Acquisition Corp.)
Closing Conditions. a. In addition The Closing by the Subscriber is also subject to the conditions to Closing set forth in Section 2, (which conditions may be waived by the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions Subscriber) that, on the Closing Date:
(ia) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdictionthe United States, New York or NASDAQ or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then occurred other than in effect and has the effect of making connection with the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; andTransaction;
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(ib) all representations and warranties of the Company and the Issuer contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Date, and consummation of the Closing shall constitute a reaffirmation by each of the Company and the Issuer of each of the representations representations, warranties and warranties agreements of the Company each such party contained in this Subscription Agreement as of the Closing Date, but in each case without giving effect to consummation of the Transaction;
(iic) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;
(d) all obligations, covenants and agreements conditions precedent to the closing of the Company required by this Subscription Agreement to be performed by it at or prior to Transaction, including the Closing Date approval of the Company’s shareholders, shall have been performed satisfied or waived, other than those conditions that, by their nature, are to be satisfied at the closing of the Transaction, but subject to the satisfaction of those conditions at such time (without any material waiver of any such conditions that would reasonably be expected to adversely affect the Subscriber except waivers to which the Subscriber consents in writing) and the Debt Financing contemplated by the Debt Commitment Letter (as defined in the Transaction Agreement) to be funded at Closing has been funded or will be funded at the Closing (and the Debt Financing (as defined in the Transaction Agreement) to be funded after the Closing for the purpose of the Existing Notes Refinancing (as defined in the Transaction Agreement) is not subject to any event of default or unsatisfied condition which would permit the lenders not to fund all material respects;or a portion of the Debt Financing as contemplated by the Debt Commitment Letter); and
(iiie) no material amendment or modification of the Transaction Agreement (as the same exists on the date hereofhereof as provided to the Subscriber) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdictionSubscriber, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor Subscriber has been offered substantially similar benefits consented in writingwriting to such amendment or modification.
Appears in 1 contract
Samples: Subscription Agreement (Federal Street Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the 5.1 The Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(ia) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurredoccurred and be continuing;
(iib) no applicable governmental authority of competent jurisdiction with respect to the sale of the Note Securities shall have enacted, rendered, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iiic) all conditions precedent to the Transaction Closing under Shares issuable upon exercise of the Transaction Agreement Notes shall have been satisfied or waivedapproved for listing on the New York Stock Exchange (“NYSE”), other than those conditions under the Transaction Agreement which, by their nature, are subject to be satisfied at the Transaction Closingofficial notice of issuance.
b. 5.2 The obligation obligations of the Company to consummate the Closing is are also subject to the satisfaction or valid waiver by the Company of the additional conditions that: , on the Closing Date:
(ia) all representations and warranties of the Investor Investors contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by the Investors of each of the representations, warranties and agreements of the Investors contained in this Agreement as of the Closing Date; and
(b) Each Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to Closing.
5.3 The obligations of the Investor to consummate the Closing are also subject to the satisfaction or valid waiver by the Investor of the additional conditions that, on the Closing Date:
(a) all representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligationsClosing, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company such party contained in this Subscription Agreement as of the Closing Date;; and
(iib) all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingClosing.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (a) The obligation hereunder of the parties hereto Subscriber to consummate acquire and pay for the Closing Purchased Securities is subject to the satisfaction or valid waiver by waiver, at or before the Closing, of each party of the conditions that, on set forth below. These conditions are for the Closing Date:Subscriber’s sole benefit and may be waived by the Subscriber at any time in its sole discretion.
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor Company contained in this Subscription Agreement are shall have been true and correct in all material respects (other than representations on the date of this Agreement and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and correct on the Closing Date as if given on and as of the Closing Date (except for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before the Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed by the Company on or before the Closing Date;
(ii) The Transaction Documents have been duly executed and delivered by the Company to the Subscriber;
(iii) On the Closing Date the Subscriber shall have received an opinion of LorentzAngula Incorporated, the Namibian counsel for NMC, dated the Closing Date, addressed to the Subscribers, in the form attached as Exhibit C.
(b) The obligation hereunder of the Company to issue and sell the Purchased Securities to the Subscriber is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.
(i) The representations and warranties of the Subscriber in this Agreement and each of the other Transaction Documents to which the Subscriber is a party shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a specific particular date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants The Purchase Price for the Purchased Securities has been delivered to the account of AGI for the sole use and agreements benefit of the Company required as described by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;Schedule 6(e) Use of Proceeds; and
(iii) no amendment of The Transaction Documents to which the Transaction Agreement (as Subscriber is a party have been duly executed and delivered by the same exists on the date hereof) shall have occurred that would reasonably be expected Subscriber to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation (a) The obligations of the parties hereto to consummate Company hereunder in connection with the Closing is are subject to the satisfaction following conditions being met or valid waiver waived by each party of the conditions that, on the Closing DateCompany:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect accuracy when made and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor Purchasers contained herein (except with respect to representations and warranties which relate to a specific date, in this Subscription Agreement which case such representations and warranties shall continue to be materially accurate as of the Closing Date and such date);
(ii) all obligations, covenants and agreements of the Investor Purchasers required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed performed;
(iii) the delivery by the Purchasers of the items set forth in Section 2.3(b) of this Agreement;
(iv) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents;
(v) the Company shall have obtained in a timely fashion any and all material respectsconsents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Shares, all of which shall be and remain so long as necessary in full force and effect.
c. (b) The obligation respective obligations of the Investor to consummate Purchasers hereunder in connection with the Closing is also are subject to the satisfaction following conditions being met or waiver waived by the Investor of the conditions thateach Purchaser as to itself:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of accuracy on the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained herein (except with respect to representations and warranties which relate to a specific date, in this Subscription Agreement which case such representations and warranties shall continue to be materially accurate as of the Closing Datesuch date);
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsperformed;
(iii) no amendment the delivery by the Company of the Transaction items set forth in Section 2.3(a) of this Agreement and a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 2.4(b)(i) and (as ii) (the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement“Compliance Certificate”);
(iv) no suspension of on the qualification of Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s Class A ordinary shares principal Trading Market (except for offering or sale or any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any jurisdictionTrading Market, and nor shall a banking moratorium have been declared either by the United States or New York State authorities;
(v) no suspension statute, rule, regulation, executive order, decree, ruling or removal from listing injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the Class A ordinary shares on transactions contemplated by the Nasdaq Transaction Documents;
(vi) the Company shall have occurredobtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Shares, all of which shall be and remain so long as necessary in full force and effect;
(vii) the Company shall have duly executed and entered into Stock Purchase Agreements to sell at least 3,125,000 Shares for an aggregate amount of gross proceeds of $5,000,000; and
(vviii) there the Company’s Board of Directors, to the extent permissible under Nevada law, shall have been no amendmenttaken all necessary action such that any provisions contained in its Articles of Incorporation, waiverits Bylaws or Nevada law that may apply to business combinations or other transactions with affiliated stockholders or impact the voting rights of affiliated stockholders shall not apply to the Purchasers or their Affiliates, including but not limited to Sections 78.378 to 78.3793 and Sections 78.411 to 78.444 of the Nevada Revised Statutes. The Company shall not have adopted any stockholder rights plan, “poison pill” or similar arrangement, or modification to any Other Subscription Agreement on anti-takeover provisions under its charter documents, that would trigger any right, obligation or prior event as a result of the issuance of the Shares pursuant hereto to the Closing that benefits such Other Investors (other than terms particular to Purchasers or the regulatory requirements Purchasers’ ownership of such Other Investors securities, or related funds) unless the Investor has been offered substantially similar benefits accumulation of Company securities acquired in writingthe market by the Purchasers or their respective Affiliates.
Appears in 1 contract
Samples: Stock Purchase Agreement (Synthetic Biologics, Inc.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (a) The obligation hereunder of the parties hereto Purchaser to consummate acquire and pay for the Closing Shares is subject to the satisfaction or valid waiver by waiver, at or before the Closing, of each party of the conditions that, on set forth below. These conditions are for the Closing Date:Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion.
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor Company contained in this Subscription Agreement are shall have been true and correct in all material respects (other than representations on the date of this Agreement and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and correct on the Closing Date as if given on and as of the Closing Date (except for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before the Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed by the Company on or before the Closing Date; and
(ii) The Transaction Documents have been duly executed by the Company.
(b) The obligation hereunder of the Company to issue and sell the Shares to the Purchaser is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.
(i) The representations and warranties of the Purchaser in this Agreement and each of the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a specific particular date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of The Purchase Price for the Company required by this Subscription Agreement to be performed by it at or prior Shares has been delivered to the Closing Date shall have been performed in all material respects;Bank Account maintained by the Company; and
(iii) no amendment of The Transaction Documents to which the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall Purchaser is a party have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to duly executed by the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingPurchaser.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing condition set forth in Section 2, the obligation of the parties hereto to consummate the 2(a) above:
a. The Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which that is then in effect and has the effect of making the consummation of the transactions contemplated hereby Business Combination illegal or otherwise restraining or prohibiting consummation of the transactions contemplated herebyBusiness Combination, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyprohibition; and
(iii) all conditions precedent to the Transaction Closing under closing of the Transaction Agreement Business Combination set forth in the Merger Agreement, including all necessary approvals of Holdco’s stockholders and regulatory approvals, if any, shall have been satisfied or waived, waived (other than those conditions under the Transaction Agreement whichthat, by their nature, are to be satisfied at the Transaction closing of the Business Combination) and the closing of the Business Combination shall be scheduled to occur concurrently with or immediately following the Closing.
b. The obligation obligations of the Company Holdco to consummate the Closing is also shall be subject to the satisfaction or valid waiver by the Company Holdco of the additional conditions that: , on the Closing Date:
(i) all representations and warranties of the Investor Subscriber contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor Subscriber of each of the representations representations, warranties and warranties agreements of the Investor each such party contained in this Subscription Agreement as of the Closing Date and Date; and
(ii) the Subscriber shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to Closing, no later than the Closing Date shall have been performed in all material respectsDate.
c. The obligation of the Investor Subscriber to consummate the Closing is also shall be subject to the satisfaction or valid waiver by the Investor Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company Holdco contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company Holdco of each of the representations representations, warranties and warranties agreements of the Company each such party contained in this Subscription Agreement as of the Closing Date;
(ii) Holdco shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Company conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;Closing; and
(iii) no amendment other than with respect to the condition to consummate the closing of the Transaction Business Combination set forth in Section 10.2(c) of the Merger Agreement, which Subscriber hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, the parties to the Merger Agreement may waive, amend, modify or remove in their sole discretion, without any effect on the obligation of Subscriber to consummate the Closing hereunder, no amendment, waiver or modification of the Merger Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdictionSubscriber, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no unless such amendment, waiver, waiver or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits consented in writingwriting to by the Subscriber.
Appears in 1 contract
Samples: Subscription Agreement (Denali Capital Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation obligations of the Company to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction (or valid waiver by the Company in writing) of the conditions condition that: (i) , at the Subscription Closing, all representations and warranties of the Investor undersigned contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse EffectEffect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of such date)the Subscription Closing, and consummation of the Subscription Closing shall constitute a reaffirmation by the Investor undersigned of each of the representations representations, warranties and warranties agreements of the Investor such party contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements Subscription Closing.
b. The obligations of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor undersigned to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction (or valid waiver by the Investor undersigned in writing) of the conditions that, at the Subscription Closing:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Subscription Closing, and consummation of the Subscription Closing shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company such party contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of Subscription Closing; i the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed by it performed, satisfied or complied with at or prior to the Closing Date Subscription Closing; ii no suspension of the offering or sale of the Shares shall have been performed initiated or, to the Company’s knowledge, threatened, in all material respects;
any jurisdiction, including by the Securities and Exchange Commission (iii) the “Commission”), and the Shares shall have been approved for listing on the NYSE, subject to official notice of issuance; iii there shall have been no amendment amendment, waiver or modification to the Other Subscription Agreements that materially economically benefits the Other Subscribers unless the Subscriber has been offered substantially the same benefits; and iv the terms of the Transaction Agreement (as the same exists on the date hereofhereof as provided to the Subscriber) shall not have occurred been amended or modified in a manner that would reasonably be expected to materially and adversely affect the economic benefits that the Investor Subscriber would reasonably expect to receive under this Subscription Agreement;Agreement without the undersigned’s prior written consent.
(iv) no suspension c. The obligations of each of the qualification Company and the undersigned to consummate the transactions contemplated hereunder are subject to the satisfaction (or waiver by the Company and the undersigned in writing) of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdictionconditions that, and no suspension or removal from listing of at the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.Closing:
Appears in 1 contract
Samples: Subscription Agreement (Northern Star Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Acquired Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each the applicable party or parties of the conditions that, on the Closing Date:
(ia) no suspension there shall not be in force any injunction or order enjoining or prohibiting the issuance and sale of the qualification of the Acquired Shares for offering or sale or trading in any jurisdictionunder this Subscription Agreement, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) and no applicable governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; andby this Subscription Agreement;
(iiib) all conditions precedent to the Transaction Closing under terms of the Transaction Agreement (including the conditions thereto) shall have been satisfied (as determined by the parties to the Transaction Agreement) or waived, waived (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation closing of the Company to consummate Transaction), and the Closing is also subject to the satisfaction or waiver by the Company closing of the conditions that: Transaction shall be scheduled to occur substantially concurrently with or immediately following the Closing;
(c) no suspension of the qualification of the Shares for offering or sale or trading, and no suspension or removal from listing of the Shares on any securities exchange, shall have occurred, been initiated, or been threatened or notified to Issuer or Purchaser in writing;
(d) with respect to Issuer’s and Purchaser’s obligation to close, (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for other than those representations and warranties expressly made as of a specific an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and without giving effect to the consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations Transactions, and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, the Investor shall have performed its obligations and covenants and agreements of the Company required by under this Subscription Agreement to be performed by it at on or prior to the Closing Date (unless such obligation or covenant has been otherwise validly waived);
(e) with respect to the Investor’s obligation to close, (i) the representations and warranties made by Issuer and Purchaser in this Subscription Agreement shall have been performed be true and correct in all material respectsrespects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date), without giving effect to the consummation of the Transactions, and (ii) Issuer and Purchaser shall have performed its obligations and covenants required under this Subscription Agreement to be performed by it on or prior to the Closing Date (unless such obligation or covenant has been otherwise validly waived);
(iiif) with respect to the Investor’s obligation to close, no amendment term of the Transaction Agreement (as the same exists in effect on the date hereof) shall have occurred been amended, modified or waived in a manner that would reasonably be expected to materially and adversely affect the economic benefits that the Investor (in its capacity as such) would reasonably expect to receive under this Subscription Agreement;
(ivg) no suspension of with respect to the qualification of the CompanyInvestor’s Class A ordinary shares for offering or sale or trading in any jurisdictionobligation to close, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, waiver or modification to of any Other Subscription Agreement on or prior to the Closing that materially benefits such any Other Investors Investor thereunder (other than terms particular to the legal or regulatory requirements of applicable to such Other Investors or related funds) Investor), unless the Investor has been offered substantially similar benefits in writingthe same benefits; and
(h) with respect to the Investor’s obligation to close, Issuer and Purchaser shall have obtained all consents or approvals (including any approval of Issuer’s stockholders) necessary to permit Issuer and Purchaser to perform its obligations under this Subscription Agreement.
(i) Issuer shall have formed Purchaser prior to the Closing Date and shall have caused Purchaser to have signed a joinder agreement to this Subscription Agreement whereby Purchaser agrees (i) to be bound by and to observe all of the terms and conditions of this Subscription Agreement as “Purchaser” for all purposes hereunder,
(j) Purchaser shall have formed Merger Sub prior to the Closing Date and shall have caused Merger Sub to have signed a joinder agreement to this Subscription Agreement whereby Merger Sub agrees (i) to be bound by and to observe all of the terms and conditions of this Subscription Agreement as “Merger Sub” for all purposes hereunder,
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (a) The obligation of the parties hereto Company to consummate issue and sell the Common Shares to each Purchaser at the Closing is subject to the satisfaction or valid waiver by each party of the conditions thatsuch Purchaser, on or before the Closing Date:, of each of the following conditions (unless waived by the Company in its sole discretion):
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor Purchaser contained herein shall be true and correct in this Subscription Agreement as all respects (in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification) or in all material respects (in the case of any representation or warranty not containing a materiality or Material Adverse Effect qualification) at the Closing Date as if made on and (ii) as of such date, and all obligations, covenants and agreements of the Investor required by this Subscription Agreement contained herein to be performed on the part of the Purchaser and all conditions contained herein to be fulfilled or complied with by it the Purchaser at or prior to the Closing Date shall have been performed duly performed, fulfilled or complied with; and
(ii) the delivery by the Purchaser of the items set forth in all material respectsSection 2.2(b) of this Agreement.
c. (b) The obligation of each Purchaser hereunder to purchase the Investor to consummate Common Shares from the Company at the Closing is also subject to the satisfaction satisfaction, on or waiver by before the Investor Closing Date, of each of the following conditions that:(unless waived by such Purchaser in its sole discretion):
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained herein shall be true and correct in this Subscription Agreement all respects (in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification) or in all material respects (in the case of any representation or warranty not containing a materiality or Material Adverse Effect qualification) at the Closing Date as if made on and as of the Closing Date;
such date (ii) except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and all obligations, covenants and agreements contained herein to be performed on the part of the Company required by this Subscription Agreement and all conditions contained herein to be performed fulfilled or complied with by it the Company at or prior to the Closing Date shall have been performed duly performed, fulfilled or complied with, unless such conditions have been waived;
(ii) the delivery by the Company of the items set forth in all material respectsSection 2.2(a) of this Agreement;
(iii) there shall have been no amendment of Material Adverse Effect with respect to the Transaction Agreement (as the same exists on Company since the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares Common Stock on the Nasdaq Principal Market shall not have occurredbeen suspended by the Commission or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing); and
(v) there shall no statute, rule, regulation, executive order, decree, ruling or injunction will have been no amendmentenacted, waiverentered, promulgated or modification to endorsed by or in any Other Subscription court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to Registration Rights Agreement, and which could, individually or in the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingaggregate, have a Material Adverse Effect.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (a) The obligation of the parties hereto SBEA to consummate the Closing transactions contemplated hereunder is subject to the satisfaction (or valid waiver by each party SBEA, with the consent of the Company, in writing) of the conditions that, on the Closing Date:
(i) the representations and warranties made by the Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date other than (A) those representations and warranties qualified by materiality or similar qualification, which shall be true and correct in all respects as of the Closing Date, and (B) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects (or, if qualified by materiality or similar qualification, all respects) as of such date, in each case without giving effect to the consummation of the Transaction; and
(ii) the Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Subscriber at or prior to the Closing.
(b) The obligation of the Subscriber to consummate the transactions contemplated hereunder is subject to the satisfaction (or valid waiver by the Subscriber in writing) of the conditions that:
(i) the representations and warranties made by SBEA in this Subscription Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date other than (x) those representations and warranties qualified by materiality, Material Adverse Effect or similar qualification, which shall be true and correct in all respects as of the Closing Date and (y) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects (or, if qualified by materiality, Material Adverse Effect or similar qualification, all respects) as of such date, in each case without giving effect to the consummation of the Transaction;
(ii) SBEA shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and
(iii) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdictionjurisdiction and, or to SBEA’s knowledge, no initiation or nor threatening of any proceedings for any of such purposes, shall have occurred;occurred and be continuing.
(iic) The obligation of the parties hereto to consummate the transactions contemplated hereunder is subject to the satisfaction (or valid waiver by SBEA, with the consent of the Company, and the Subscriber in writing) of the conditions that:
(i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which that is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, ; and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyprohibition; and
(iiiii) all conditions precedent to the Transaction Closing under closing of the Transaction Agreement set forth in the Transaction Agreement, including the approval of the Company’s stockholders and regulatory approvals, if any, shall have been satisfied or waived, (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied by a party to the Transaction Agreement at the Transaction Closing.
b. The obligation closing of the Company to consummate the Closing is also Transaction, but subject to the satisfaction or waiver by the Company such party of the such conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation closing of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (iiTransaction) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectswaived.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 1 contract
Samples: Subscription and Backstop Agreement (Silverbox Engaged Merger Corp I)
Closing Conditions. a. In addition The Closing by the Subscriber is also subject to the conditions to Closing set forth in Section 2, (which conditions may be waived by the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions Subscriber) that, on the Closing Date:
(ia) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdictionthe United States, New York or NASDAQ or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then occurred other than in effect and has the effect of making connection with the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; andTransaction;
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(ib) all representations and warranties of the Company and the Issuer contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Date, and consummation of the Closing shall constitute a reaffirmation by each of the Company and the Issuer of each of the representations representations, warranties and warranties agreements of the Company each such party contained in this Subscription Agreement as of the Closing Date, but in each case without giving effect to consummation of the Transaction;
(iic) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;
(d) all obligations, covenants and agreements conditions precedent to the closing of the Company required by this Subscription Agreement to be performed by it at or prior to Transaction, including the Closing Date approval of the Company's shareholders, shall have been performed satisfied or waived, other than those conditions that, by their nature, are to be satisfied at the closing of the Transaction, but subject to the satisfaction of those conditions at such time (without any material waiver of any such conditions that would reasonably be expected to adversely affect the Subscriber except waivers to which the Subscriber consents in writing) and the Debt Financing contemplated by the Debt Commitment Letter (as defined in the Transaction Agreement) to be funded at Closing has been funded or will be funded at the Closing (and the Debt Financing (as defined in the Transaction Agreement) to be funded after the Closing for the purpose of the Existing Notes Refinancing (as defined in the Transaction Agreement) is not subject to any event of default or unsatisfied condition which would permit the lenders not to fund all material respects;or a portion of the Debt Financing as contemplated by the Debt Commitment Letter); and
(iiie) no material amendment or modification of the Transaction Agreement (as the same exists on the date hereofhereof as provided to the Subscriber) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdictionSubscriber, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor Subscriber has been offered substantially similar benefits consented in writingwriting to such amendment or modification.
Appears in 1 contract
Samples: Subscription Agreement (Federal Street Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing condition set forth in Section 2, the obligation of the parties hereto to consummate the 2(a) above:
a. The Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares or Warrants for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which that is then in effect and has the effect of making the consummation of the transactions contemplated hereby Business Combination illegal or otherwise restraining or prohibiting consummation of the transactions contemplated herebyBusiness Combination, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyprohibition; and
(iii) all conditions precedent to the Transaction Closing under closing of the Transaction Agreement Business Combination set forth in the Merger Agreement, including all necessary approvals of Holdco’s stockholders and regulatory approvals, if any, shall have been satisfied or waived, waived (other than those conditions under the Transaction Agreement whichthat, by their nature, are to be satisfied at the Transaction closing of the Business Combination) and the closing of the Business Combination shall be scheduled to occur concurrently with or immediately following the Closing.
b. The obligation obligations of the Company Holdco to consummate the Closing is also shall be subject to the satisfaction or valid waiver by the Company Holdco of the additional conditions that: , on the Closing Date:
(i) all representations and warranties of the Investor Subscriber contained in this Amended and Restated Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor Subscriber of each of the representations representations, warranties and warranties agreements of the Investor each such party contained in this Amended and Restated Subscription Agreement as of the Closing Date and Date; and
(ii) the Subscriber shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Amended and Restated Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to Closing, no later than the Closing Date shall have been performed in all material respectsDate.
c. The obligation of the Investor Subscriber to consummate the Closing is also shall be subject to the satisfaction or valid waiver by the Investor Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company Holdco contained in this Amended and Restated Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company Holdco of each of the representations representations, warranties and warranties agreements of the Company each such party contained in this Amended and Restated Subscription Agreement as of the Closing Date;
(ii) Holdco shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Company conditions required by this Amended and Restated Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;Closing; and
(iii) no amendment other than with respect to the condition to consummate the closing of the Transaction Business Combination set forth in Section 10.2(c) of the Merger Agreement, which Subscriber hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, the parties to the Merger Agreement may waive, amend, modify or remove in their sole discretion, without any effect on the obligation of Subscriber to consummate the Closing hereunder, no amendment, waiver or modification of the Merger Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdictionSubscriber, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no unless such amendment, waiver, waiver or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits consented in writingwriting to by the Subscriber.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (a) The obligation of the parties hereto Company and Purchaser to consummate the Closing is shall be subject to the satisfaction or valid waiver by each party the Company and Purchaser of the following conditions that, on the Closing Date:
(i) no suspension of the listing or qualification of the Ordinary Shares for offering or sale or trading in any jurisdiction, or initiation or or, to the Company’s knowledge, threatening in writing of any proceedings for any of such purposespurpose, shall have occurred;.
(ii) no applicable governmental authority Governmental Authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation Laws (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, ; and no governmental authority such Governmental Authority shall have instituted or or, to the Company’s knowledge, threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; andprohibition.
(iiib) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also shall be subject to the satisfaction or valid waiver by the Company of the additional conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of on the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions thatDate:
(i) all representations and warranties of the Company Purchaser contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Purchaser Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for Date, unless such representations and warranties made as specifically speak of a specific an earlier date, in which case, they shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Purchaser Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date); and
(ii) Purchaser shall have performed, satisfied and consummation complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing.
(c) The obligation of Purchaser to consummate the Closing shall constitute a reaffirmation be subject to the satisfaction or valid waiver by the Company of each Purchaser of the additional conditions that, on the Closing Date: (i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined below), which representations and warranties shall be true in all respects) at and as of the Closing Date, unless such representations and warranties specifically speak of an earlier date, in which case, they shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date;
(ii) all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;Closing; and
(iii) no amendment the Company shall have notified the Nasdaq Stock Market LLC (“Nasdaq”) of the Transaction Agreement issuance of the Subscribed Shares and the Warrant.
(as the same exists on the date hereofd) shall have occurred that would reasonably be expected to materially The Company and adversely affect the economic benefits Purchaser agree that the Investor would reasonably expect Closing is not subject to receive under this Subscription Agreement;
any condition other than those conditions expressly set forth in subsections (iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdictiona), (b), and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(vc) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingabove.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing sale, purchase and issuance of the Additional Securities pursuant to this Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Datefollowing conditions:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby;
(ii) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, and no governmental authority suspension or removal from listing of the Shares, shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyoccurred; and
(iii) all conditions precedent to the closing of the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closingoccurred.
b. The In addition to the provisions of Section 1(b) of this Agreement, the obligation of the Company to consummate the sale and issuance of the Additional Securities at the Closing is also pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Company of the additional conditions that: :
(i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and Date; and
(ii) all obligations, covenants and agreements of the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. The In addition to the provisions of Section 1(a) of this Agreement, the obligation of the Investor to consummate the purchase of the Additional Securities at the Closing is also pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Investor of the additional conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Date, and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement in all material respects as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing;
(iii) no amendment the Shares shall be listed on the New York Stock Exchange (the “NYSE”) and the Issuer shall have used commercially reasonable efforts to obtain conditional authorization from the NYSE of the Transaction Agreement (as Shares issuable upon conversion of the same exists on the date hereof) shall have occurred that would reasonably Additional Preferred Shares to be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;acquired hereunder; and
(iv) no suspension the filing of the qualification Certificate of Designation with the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing Delaware Secretary of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingState.
Appears in 1 contract
Samples: Securities Purchase Agreement (TLG Acquisition One Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Datefollowing conditions:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iiiii) all conditions precedent to the Transaction Closing under substantially concurrent consummation of the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction ClosingTransaction.
b. The obligation of the Company Dragoneer to consummate the Closing is also issuance and sale of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Company of the conditions that: (i) condition that all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations to the extent that any such representation and warranties made warranty expressly speaks as of a specific an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true and correct in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligationsDate, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectssuch earlier date, as applicable.
c. The obligation of the Investor to consummate the Closing is also purchase of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Investor of the conditions thatfollowing conditions:
(i) that all representations and warranties of the Company Dragoneer contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for other than those representations and warranties expressly made as of a specific an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date) except, in the case of this clause (i), and consummation for any failure of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; such representation and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 1 contract
Samples: Business Combination Agreement (Dragoneer Growth Opportunities Corp. II)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation obligations of the Company to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction (or valid waiver by the Company in writing) of the conditions condition that: (i) , at the Subscription Closing, all representations and warranties of the Investor undersigned contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse EffectEffect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of such date)the Subscription Closing, and consummation of the Subscription Closing shall constitute a reaffirmation by the Investor undersigned of each of the representations representations, warranties and warranties agreements of the Investor such party contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements Subscription Closing.
b. The obligations of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor undersigned to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction (or valid waiver by the Investor undersigned in writing) of the conditions that:
(i) , at the Subscription Closing: i all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Subscription Closing, and consummation of the Subscription Closing shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company such party contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of Subscription Closing; ii the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed by it performed, satisfied or complied with at or prior to the Closing Date shall have been performed in all material respectsSubscription Closing;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 1 contract
Samples: Subscription Agreement (Northern Star Investment Corp. II)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation (a) The obligations of the parties hereto to consummate Company hereunder in connection with the Closing is are subject to the satisfaction following conditions being met or valid waiver waived by each party of the conditions that, on the Closing DateCompany:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct accuracy in all material respects (other than representations when made and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of on the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor Purchasers contained herein (except with respect to representations and warranties which relate to a specific date, in this Subscription Agreement which case such representations and warranties shall continue to be materially accurate as of the Closing Date and such date);
(ii) all obligations, covenants and agreements of the Investor Purchasers required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed performed;
(iii) the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement;
(iv) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents;
(v) the Company shall have obtained in a timely fashion any and all material respectsconsents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Shares and the Warrants, all of which shall be and remain so long as necessary in full force and effect.
c. (b) The obligation respective obligations of the Investor to consummate Purchasers hereunder in connection with the Closing is also are subject to the satisfaction following conditions being met or waiver waived by the Investor of the conditions thateach Purchaser as to itself:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct accuracy in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of on the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained herein (except with respect to representations and warranties which relate to a specific date, in this Subscription Agreement which case such representations and warranties shall continue to be materially accurate as of the Closing Datesuch date);
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsperformed;
(iii) no amendment the delivery by the Company of the Transaction items set forth in Section 2.2(a) of this Agreement and a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 2.3(b)(i) and (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreementii);
(iv) no suspension of on the qualification of Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s Class A ordinary shares principal Trading Market (except for offering or sale or any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing Date), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any jurisdictionTrading Market, and nor shall a banking moratorium have been declared either by the United States or New York State authorities;
(v) no suspension statute, rule, regulation, executive order, decree, ruling or removal from listing injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the Class A ordinary shares on transactions contemplated by the Nasdaq Transaction Documents;
(vi) the Debt Conversion shall have occurredbeen consummated; and
(vvii) there the Company shall have been no amendmentobtained in a timely fashion any and all consents, waiverpermits, or modification to any Other Subscription Agreement on or prior to approvals, registrations and waivers necessary for consummation of the Closing that benefits such Other Investors (other than terms particular to purchase and sale of the regulatory requirements Shares and the Warrants, all of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits which shall be and remain so long as necessary in writingfull force and effect.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to (a) The Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is shall be subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurredoccurred other than in connection with the consummation of the Business Combination;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyprohibition; and
(iii) all conditions precedent to the Transaction Closing under closing of the Transaction Agreement Business Combination, including the approval of GTY’s shareholders, shall have been satisfied or waived, waived (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closingclosing of the Business Combination, including without limitation as a result of the Private Placement).
b. (b) The obligation of the Company GTY to consummate the transactions contemplated hereby at the Closing is also shall be subject to the satisfaction or valid waiver by the Company GTY of the additional conditions that: , on the Closing Date, with respect to the undersigned:
(i) all representations and warranties of the Investor undersigned contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for such representations and warranties that are made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and ; and
(ii) the undersigned shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. (c) The obligation of the Investor undersigned to consummate the transactions contemplated hereby at the Closing is also shall be subject to the satisfaction or valid waiver by the Investor undersigned of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company GTY contained in this Subscription Agreement shall be true and correct in all material respects (other than the representations and warranties in Section 5(a) through 5(d) and those that are qualified as to materiality or GTY Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for such representations and warranties that are made as of a specific date, which shall be true and correct in all material respects (other than the representations and warranties in Section 5(a) through (d) and those that are qualified as to materiality or GTY Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;; and
(ii) GTY shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Company conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingClosing.
Appears in 1 contract
Closing Conditions. a. In addition to The respective obligations of Lilium, on the conditions to Closing set forth in Section 2one hand, and each Investor, on the obligation of the parties hereto other hand, to consummate the Closing purchase and sale of the Securities pursuant to this Agreement is subject to the satisfaction or valid waiver by each party following conditions:
(a) All representations and warranties of Lilium (with respect to the obligations of the conditions thatInvestors) and the Investors (with respect to the obligations of Lilium) contained in this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects); provided that (with respect to the obligations of the Investors) the representations and warranties of Lilium contained in Section 4(c) of this Agreement shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date and (with respect to the obligations of Lilium) the representations and warranties of each Investor contained in Section 5(j) of this Agreement (solely with respect to such Investor’s power and authority) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date:.
(b) Lilium (with respect to the obligations of the Investors) and the Investors (with respect to the obligations of Lilium) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing.
(c) With respect to the obligations of the Investors, the Investors shall have received (i) no suspension a certificate of the qualification Secretary of Lilium, dated as of the Shares for offering or sale or trading Closing Date, in any jurisdictionform and substance reasonably satisfactory to the Investors, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) a certificate signed by an Executive Officer of Lilium, dated as of the Closing Date, in form and substance reasonably satisfactory to the Investors, and (iii) an opinion of Freshfields Bruckhaus Xxxxxxxx LLP, counsel for Xxxxxx, dated as of the Closing Date, in a form reasonably satisfactory to the Investors.
(d) With respect to the obligations of the Investors, no event or series of events shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
(e) [Reserved]
(f) No applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule rule, injunction or regulation (whether temporary, preliminary or permanent) which is then in effect and or has threatened any of the foregoing in writing, which has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, issuance and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations sale of the transactions contemplated hereby; andShares and/or Warrants under this Agreement.
(iiig) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no No suspension of the qualification of the Company’s Class A ordinary shares Securities for offering or sale or trading in any jurisdiction, jurisdiction shall have occurred; and no suspension or removal from the listing and trading of the Class A ordinary shares Ordinary Shares on the Nasdaq Global Select Market (“Nasdaq”) shall not have been suspended, nor shall any suspension have been threatened.
(h) In the event of a Delayed Closing at Lilium’s option pursuant to Section 2(a), for all or a portion of the Securities intended to be issued to each of the applicable Investors, Lilium shall have occurred; and
(v) there shall have been no amendmentreceived the Supplemental Authorization to issue the Shares subject to such Delayed Closing. For the purposes of this Agreement, waiver, or modification to any Other Subscription Agreement on or prior to the extent that any Closing that benefits is delayed pursuant to Section 2(a), unless the context otherwise requires, the term “Closing Date” with respect to each such Other Investors (other than terms particular Closing shall refer to the regulatory requirements date of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingDelayed Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tencent Holdings LTD)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the :
(a) The Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority of competent jurisdiction shall have enactedrendered, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making which then makes the consummation of the transactions contemplated hereby illegal or otherwise restraining then restrains or prohibiting prohibits the consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under set forth in the Transaction Agreement shall have been satisfied or waived, waived (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing).
b. (b) The obligation obligations of the Company to consummate the Closing is are also subject to the satisfaction or valid waiver by the Company of the additional conditions that: , on the Closing Date:
(i) all representations and warranties of the Investor Subscriber contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and ; and
(ii) the Subscriber shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. (c) The obligation obligations of the Investor Subscriber to consummate the Closing is are also subject to the satisfaction or valid waiver by the Investor Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;; and
(ii) all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingClosing.
Appears in 1 contract
Samples: Subscription Agreement (Longview Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
following conditions: (i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(iia) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iiib) all conditions precedent to the closing of the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, waived (as determined by the parties to the Transaction Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied fulfilled at or substantially contemporaneously with the Transaction Closing.
b. The obligation closing of the Company to consummate the Closing is also subject Transaction); (c)(i) solely with respect to the satisfaction or waiver by Investor’s obligation to close, the Company of the conditions that: (i) all representations and warranties of made by RTP, and (ii) solely with respect to RTP’s obligation to close, the Investor contained representations and warranties made by the Investor, in each case, in this Subscription Agreement are shall be true and correct in all material respects (as of the Closing Date other than (x) those representations and warranties that are qualified as to materiality or by materiality, Material Adverse Effect (as defined herein)below) or similar qualification, which representations and warranties shall be true and correct in all respects) at and respects as of the Closing Date and (except for y) those representations and warranties expressly made as of a specific an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are or, if qualified as to materiality or by materiality, Material Adverse EffectEffect or similar qualification, which representations and warranties shall be true in all respects) as of such date), and in each case without giving effect to the consummation of the Closing Transactions; (d)(i) solely with respect to the Investor’s obligation to close, RTP shall constitute a reaffirmation by the Investor of each of the representations have performed, satisfied and warranties of the Investor contained complied in this Subscription Agreement as of the Closing Date all material respects with all covenants, agreements and (ii) all obligations, covenants and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date Closing, and (ii) solely with respect to RTP’s obligation to close, Investor shall have been performed performed, satisfied and complied in all material respects.
c. respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (e) solely with respect to RTP’s obligation to close, the Investor shall have delivered to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Sachs & Co. LLC (collectively, the “Placement Agents”) a signed copy of the investor representation letter addressed to the Placement Agents in the form of Exhibit I attached hereto and dated as of the Closing Date. The obligation of the Investor to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is also subject to the satisfaction or waiver by the Investor of the conditions that:
following additional conditions: (i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment terms of the Transaction Agreement (as including the same exists on the date hereofconditions thereto) shall not have occurred been amended or waived in a manner that would reasonably be expected is materially adverse to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(ivin its capacity as such); and (ii) no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdictionjurisdiction shall have occurred, and no suspension the NYSE (as defined below) or removal from Nasdaq shall have conditionally authorized, subject to official notice of issuance, the listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior Shares acquired pursuant to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingSubscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Reinvent Technology Partners Z)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation (a) The obligations of the parties hereto to consummate Company hereunder in connection with the Closing is are subject to the satisfaction satisfaction, at or valid waiver by before the Closing, of each party of the following conditions; provided that these conditions that, on are for the Closing DateCompany’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Subscriber with prior written notice thereof:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are Subscriber shall be true and correct in all material respects (other than except for those representations and warranties that are qualified as to by materiality or Material Adverse Effect (as defined herein)material adverse effect, which representations and warranties shall be true and correct in all respects) at as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties made that speak as of a specific date, which shall be true and correct as of such specified date), and the Subscriber shall have performed, satisfied and complied in all material respects (other than representations with the covenants, agreements and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation conditions required by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement Transaction Documents to be performed performed, satisfied or complied with by it the Subscriber at or prior to the Closing Date Closing;
(ii) the Subscriber shall have been performed in all material respectsdelivered to the Company the Purchase Price for the Shares by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and
(iii) the delivery by the Subscriber of the Registration Right Agreement.
c. (b) The obligation obligations of the Investor to consummate Subscriber hereunder in connection with the Closing is also are subject to the satisfaction satisfaction, at or waiver before the Closing, of each of the following conditions; provided that these conditions are for the Subscriber's sole benefit and may be waived by the Investor of Subscriber at any time in its sole discretion by providing the conditions thatCompany with prior written notice thereof:
(i) all the Company shall have delivered to the undersigned, or a custodian designated by the undersigned, as applicable, proof that the Shares have been issued in book entry form;
(ii) The Company shall have delivered to the Subscriber a certificate, executed by the Secretary of the Company and dated as of the Closing, in a form reasonably acceptable to such Subscriber, as to (i) the resolutions as adopted by the Company’s board of directors in connection with the transactions contemplated herein and in the Transaction Documents and the Warrants, and (ii) the Articles of Incorporation and Bylaws of the Company, each as in effect at the Closing;
(iii) The representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than except for those representations and warranties that are qualified as to by materiality or Material Adverse Effect (as defined herein)material adverse effect, which representations and warranties shall be true and correct in all respects) at as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties made that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects (other than representations with the covenants, agreements and warranties that are qualified as conditions required by the Transaction Documents to materiality be performed, satisfied or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation complied with by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription AgreementClosing;
(iv) no suspension the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the issuance and sale of the qualification of Securities;
(v) the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq Company shall have occurreddelivered to the Subscriber such other documents relating to the transactions contemplated by the Transaction Documents as the Subscriber or its counsel may reasonably request; and
(vvi) there the Subscriber shall have received a counterpart of the Registration Rights Agreement (together with this Agreement, the "Transaction Documents") that shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to executed and delivered by a duly authorized officer of the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingCompany.
Appears in 1 contract
Samples: Subscription Agreement (Hometown International, Inc.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation obligations of the Company to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Company of the conditions that: (i) , at the Subscription Closing:
i. all representations and warranties of the Investor undersigned contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing as though made on the Subscription Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date), and consummation of the Subscription Closing shall constitute a reaffirmation by the Investor undersigned of each of the representations representations, warranties and warranties agreements of the Investor undersigned contained in this Subscription Agreement as of the Closing Date and (ii) all obligationsSubscription Closing, covenants and agreements but in each case without giving effect to consummation of the Investor Transaction; and
ii. the undersigned shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsAgreement.
c. b. The obligation obligations of the Investor undersigned to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction or waiver by the Investor of the conditions that, at the Subscription Closing:
(i) i. all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing Date as though made on the Subscription Closing (except for those representations and warranties made that speak as of a specific date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Subscription Closing shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company contained in this Subscription Agreement as of the Closing DateSubscription Closing, but in each case without giving effect to consummation of the Transaction;
(ii) all obligations, covenants and agreements of . the Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed by it at Agreement; and
iii. no amendment, modification or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment waiver of the Transaction Agreement (as the same exists on the date hereofdefined below) shall have occurred that reasonably would reasonably be expected to materially and adversely affect the economic benefits that the Investor Subscriber reasonably would reasonably expect to receive under this Subscription Agreement.
c. The obligations of each of the Company and the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing:
i. no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;
ii. all conditions precedent to the closing of the Transaction set forth in the Transaction Agreement, including the approval of the Company’s stockholders and regulatory approvals, if any, shall have been satisfied or waived (iv) other than those conditions which, by their nature, are to be satisfied by a party to the Transaction Agreement at the closing of the Transaction, but subject to satisfaction or waiver pursuant to the terms of the Transaction Agreement);
iii. the Shares shall have been approved for listing on the Nasdaq Stock Market, subject to notice of official issuance, and no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing initiation or threatening of the Class A ordinary shares on the Nasdaq any proceedings for any of such purposes, shall have occurredoccurred and be continuing; and
(v) there iv. Horizon shall have been no amendmentagreed, waiverand such agreement shall be in effect, or modification to any Other Subscription Agreement on or prior transfer 300,000 Incentive Shares (as defined in the Transaction Agreement) to the Closing that benefits such Other Investors (other than terms particular to undersigned upon consummation of the regulatory requirements closing of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingTransaction.
Appears in 1 contract
Closing Conditions. a. (a) The obligations of each of the Issuer and Subscriber to consummate the Closing are subject to the satisfaction on the Closing Date, or the waiver by each of the Issuer and Subscriber, of each of the following conditions:
(i) all conditions precedent to the closing of the Transactions provided for in the Contribution Agreement shall have been satisfied or waived (other than those conditions that by their nature may only be satisfied at the closing of the Transactions, but subject to satisfaction of such conditions as of the closing of the Transactions and provided that any such waiver does not materially adversely affect Subscriber; provided, however, the Parties agree that for the purposes of this Agreement, Available Funds (as defined in the Contribution Agreement) of at least $400 million shall not be deemed to materially adversely affect Subscriber) by the applicable party or parties thereto, and the closing of the Transactions shall occur, in accordance with the terms of the Contribution Agreement; and
(ii) there shall not be any law or order of any governmental authority having jurisdiction (except for any such order issued in connection with a proceeding action instituted by Subscriber or any of its affiliates) restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement.
(b) In addition to the conditions to Closing set forth in Section 23(a), the obligation of the parties hereto Subscriber to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date, or the waiver by Subscriber, of the following conditions:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained Issuer set forth in this Subscription Agreement are Section 4 shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for other than those representations and warranties expressly made as of a specific an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and ;
(ii) the Issuer shall have performed and complied in all obligationsmaterial respects with all covenants, covenants and agreements of the Investor taken as a whole, required by this Subscription Agreement to be performed or complied with by it at or prior to the Closing Date Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of Issuer to consummate the Closing; and
(iii) the Contribution Agreement shall not have been performed amended to materially adversely affect Subscriber; it being acknowledged that any amendment to increase the Contribution Price (as defined in all material respectsthe Contribution Agreement) shall be deemed to materially adversely affect Subscriber.
c. The (c) In addition to the conditions set forth in Section 3(a), the obligation of the Investor Issuer to consummate the Closing is also subject to the satisfaction on the Closing Date, or the waiver by the Investor Issuer, of the conditions that:
(i) all following condition: the representations and warranties of the Company contained Subscriber set forth in this Subscription Agreement Section 5 shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for other than those representations and warranties expressly made as of a specific an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 1 contract
Samples: Subscription Agreement (Kayne Anderson Acquisition Corp)
Closing Conditions. a. In addition to The respective obligations of Lilium, on the conditions to Closing set forth in Section 2one hand, and each Investor, on the obligation of the parties hereto other hand, to consummate the Closing purchase and sale of the Securities pursuant to this Agreement is subject to the satisfaction or valid waiver by each party following conditions:
(a) All representations and warranties of Lilium (with respect to the obligations of the conditions thatInvestors) and the Investors (with respect to the obligations of Lilium) contained in this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects); provided that (with respect to the obligations of the Investors) the representations and warranties of Lilium contained in Section 4(c) of this Agreement shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date and (with respect to the obligations of Lilium) the representations and warranties of each Investor contained in Section 5(j) of this Agreement (solely with respect to such Investor’s power and authority) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date:.
(b) Lilium (with respect to the obligations of the Investors) and the Investors (with respect to the obligations of Lilium) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing.
(c) With respect to the obligations of the Investors, the Investors shall have received (i) no suspension a certificate of the qualification Secretary of Lilium, dated as of the Shares for offering or sale or trading Closing Date, in any jurisdictionform and substance reasonably satisfactory to the Investors, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) a certificate signed by an Executive Officer of Lilium, dated as of the Closing Date, in form and substance reasonably satisfactory to the Investors, and (iii) an opinion of Freshfields Bruckhaus Dxxxxxxx LLP, counsel for Lxxxxx, dated as of the Closing Date, in a form reasonably satisfactory to the Investors.
(d) With respect to the obligations of the Investors, no event or series of events shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
(e) [Reserved]
(f) No applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule rule, injunction or regulation (whether temporary, preliminary or permanent) which is then in effect and or has threatened any of the foregoing in writing, which has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, issuance and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations sale of the transactions contemplated hereby; andShares and/or Warrants under this Agreement.
(iiig) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no No suspension of the qualification of the Company’s Class A ordinary shares Securities for offering or sale or trading in any jurisdiction, jurisdiction shall have occurred; and no suspension or removal from the listing and trading of the Class A ordinary shares Ordinary Shares on the Nasdaq Global Select Market (“Nasdaq”) shall not have been suspended, nor shall any suspension have been threatened.
(h) In the event of a Delayed Closing at Lilium’s option pursuant to Section 2(a), for all or a portion of the Securities intended to be issued to each of the applicable Investors, Lilium shall have occurred; and
(v) there shall have been no amendmentreceived the Supplemental Authorization to issue the Shares subject to such Delayed Closing. For the purposes of this Agreement, waiver, or modification to any Other Subscription Agreement on or prior to the extent that any Closing that benefits is delayed pursuant to Section 2(a), unless the context otherwise requires, the term “Closing Date” with respect to each such Other Investors (other than terms particular Closing shall refer to the regulatory requirements date of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingDelayed Closing.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the following conditions:
(a) all conditions precedent to the closing of the Transaction set forth in the BCA shall have been satisfied (as determined by the parties to the BCA) or waived (other than those conditions which, by their nature, are to be satisfied at the closing of the Transactions pursuant to the BCA or by the Closing itself, but subject to their satisfaction or valid waiver by each party at the closing of the conditions thatTransactions), on and the Closing Date:
(i) no suspension closing of the qualification of Transaction shall occur substantially concurrently with or immediately following the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurredClosing;
(iib) no applicable governmental authority there shall have enacted, issued, promulgated, enforced or entered not be in force any judgment, law, injunction order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect entered by or with any governmental authority enjoining or prohibiting (i) the issuance and has sale of the effect of making Shares under this Subscription Agreement or (ii) the consummation of the transactions contemplated hereby illegal Transaction;
(c) solely with respect to the Investor’s obligation to close, no amendment, modification or otherwise restraining or prohibiting consummation waiver of the transactions contemplated hereby, BCA by Issuer or ParentCo (as the same exists on the date of this Subscription Agreement) that has materially and no governmental authority shall have instituted adversely affected or threatened in writing a proceeding seeking would reasonably be expected to impose any such restraint or prohibition on consummations of materially and adversely affect the transactions contemplated hereby; and
(iii) all conditions precedent economic benefits that Investor would reasonably expect to the Transaction Closing receive under the Transaction this Subscription Agreement shall have been satisfied or waived, other than those conditions under occurred without the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.Investor’s written consent;
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (d) (i) all solely with respect to the Investor’s obligation to close, the representations and warranties of made by Issuer and ParentCo, and (ii) solely with respect to ParentCo’s obligation to close, the Investor contained representations and warranties made by the Investor, in each case, in this Subscription Agreement are shall be true and correct in all material respects (as of the Closing Date other than (x) those representations and warranties that are qualified as to by materiality or Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true and correct in all respects) at and respects as of the Closing Date and (except for y) those representations and warranties expressly made as of a specific an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are or, if qualified as to by materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and in each case without giving effect to the consummation of the Closing Transaction;
(e) solely with respect to the Investor’s obligation to close, Issuer and ParentCo shall constitute a reaffirmation by the Investor of each of the representations have performed, satisfied and warranties of the Investor contained complied in this Subscription Agreement as of the Closing Date all material respects with all covenants, agreements and (ii) all obligations, covenants and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed Closing; and
(f) solely with respect to the Investor’s obligation to close, and unless waived by a 90% majority in all material respects.
c. The obligation interest of the Investor and the Other Investors as a group (based on the collective aggregate amounts committed to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained purchase in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined hereinthe Other Subscription Agreements), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other no more than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing 75% of the Class A ordinary common shares on of the Nasdaq Issuer eligible for redemption in connection with the Company’s request for approval of the Transaction (it being agreed eligibility shall have occurred; and
(v) there be based upon not only the terms of the Issuer’s certificate of incorporation but also any contractual arrangements between a holder of Issuer common shares and the Issuer), shall have been no amendment, waiver, or modification submitted to any Other Subscription Agreement on or the Issuer for redemption and not withdrawn prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingClosing.
Appears in 1 contract
Samples: Subscription Agreement (Bright Lights Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto Borrower to consummate the sale and issuance of the Securities to the Lender at the Closing is shall be subject to the satisfaction or valid waiver following conditions, each of which may be waived in writing by each party of the conditions that, on Borrower in its discretion (the “Borrower Closing Date:
Conditions”): (i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) that no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iiiii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) that all representations and warranties of the Investor Lender contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at of the date when made and as of the Closing Date (except for those representations and warranties made that speak as of a specific specified earlier date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified earlier date), and consummation of the Closing shall constitute a reaffirmation by the Investor Lender of each of the representations and warranties of the Investor contained in this Subscription Agreement in all material respects as of the Closing Date (except those that speak as of a specified earlier date); (iii) the Lender shall have executed each of the Transaction Documents to which it is party and each other document to which it is a party in connection with the arrangements contemplated hereby and thereby; and (iiiv) all obligations, covenants and agreements of the Investor required by this Subscription Agreement Company having obtained shareholder approval in general meeting to be performed by it at or prior to issue the Closing Date shall have been performed in all material respectsSecurities (“Shareholder Approval”).
c. b. The obligation of the Investor Lender to consummate the purchase of, and subscription for, the Securities at the Closing is also shall be subject to the satisfaction or waiver following conditions, each of which may be waived in writing by the Investor Lender in its discretion (the “Lender Closing Conditions”):
i. that no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the conditions that:transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby;
(i) ii. that all representations and warranties of the Borrower and of the Company contained in this Subscription Agreement the Transaction Documents shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at of the date made and as of the Closing Date as though made at that time (except for those representations and warranties made that speak as of a specific specified earlier date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified earlier date)) and the Borrower and the Company shall have performed, satisfied and consummation of complied in all material respects with the Closing shall constitute a reaffirmation covenants, agreements and conditions required by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement Transaction Documents to be performed performed, satisfied or complied with by it the Borrower and Company, as applicable, at or prior to the Closing Date Date;
iii. the Borrower and the Company shall have executed and delivered to Lender: (A) each of the Transaction Documents to which it is party and each other document to which it is a party in connection with the arrangements contemplated hereby and thereby and (B) the Note being purchased by the Lender at the Closing pursuant to this Agreement;
iv. the Lender shall have received the opinion of Gxxxxxxxx Txxxxxx, LLP, outside counsel to the Borrower, dated on the Closing Date, in a form reasonably acceptable to the Lender;
v. each of the Borrower and the Company shall have delivered to the Lender a certificate evidencing the formation and good standing of the Borrower and the Company, as applicable, in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction within ten (10) Business Days prior to the Closing Date;
vi. each of the Borrower and the Company shall have delivered to the Lender a certified copy of the certificate of incorporation and articles of association of such entity within ten (10) Business Days prior to the Closing Date;
vii. each of the Borrower and the Company shall have delivered to the Lender a certificate, executed by the Secretary of the Borrower and the Company and dated as of the Closing Dates, as to (a) the resolutions of its board of directors regarding the agreements and transactions contemplated hereby in a form reasonably acceptable to the Lender, (b) the governing documents of each of the Borrower and the Company, each as in effect at the Closing;
viii. all documents, instruments, filings and recordations required by or reasonably necessary in connection with the Security Documents, including, without limitation, the Security Documents themselves, shall have been performed made, executed and delivered, as applicable, in all material respectsaccordance with the terms thereof and to the parties thereto, save for any security interests to be granted under the Security Documents and/or any filings or instruments to be entered into after the Closing Date, in each case in accordance with the Note;
ix. the Company shall have notified the Nasdaq Global Market (iiithe “Principal Market”) no amendment of the Transaction Agreement transactions contemplated hereby, including the applicable listing of additional shares notification to the Principal Market, and as of the Closing Date, the Principal Market shall not have made any objection (as not subsequently withdrawn) to the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits Company in writing that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension consummation of the qualification transactions contemplated hereby would violate the Principal Market’s listing rules applicable to the Company and that if not withdrawn would result in the suspension or delisting of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on Principal Market;
x. to the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification extent required to any Other give effect to the Company’s obligations pursuant to this Subscription Agreement and the other Transaction Documents, on or prior to the Closing that benefits such Other Investors (Date, each of the Company shall deliver all irrevocable instructions to, and have received acknowledgement from, each relevant transfer agent, depositary or clearing system in order for the Company to perform its obligations pursuant to this Subscription Agreement and the other than terms particular to Transaction Documents;
xi. each of the Company and the Borrower shall have obtained, as of the Closing Date, all governmental or regulatory consents and approvals, if any, necessary for the sale and issuance of the Securities;
xii. the quotation or listing of the Company’s ordinary shares on the Principal Market shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market, nor shall suspension have been threatened as of the Closing Date, either in writing by the SEC or the Principal Market or by virtue of the Company falling below the minimum listing maintenance requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.Principal Market; and
xiii. the Borrower shall have obtained the Lender’s wire instructions on Lxxxxx letterhead duly executed by an authorised officer of the Lender,
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing condition set forth in the first sentence of Section 2, the obligation of the parties hereto to consummate the 2(a) above:
(a) The Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under set forth in the Transaction Agreement shall have been satisfied (as determined by the parties to the Transaction Agreement) or waived, waived by the parties thereto (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing).
b. (b) The obligation obligations of the Company to consummate the Closing is are also subject to the satisfaction or valid waiver by the Company of the additional conditions that: , on the Closing Date:
(i) all representations and warranties of the Investor Subscriber contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing Closing, shall constitute a reaffirmation by the Investor Subscriber of each of the representations representations, warranties and warranties agreements of the Investor Subscriber contained in this Subscription Agreement as of the Closing Date and Date; and
(ii) the Subscriber shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. (c) The obligation obligations of the Investor Subscriber to consummate the Closing is are also subject to the satisfaction or valid waiver by the Investor Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing Closing, shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment The terms of the Transaction Agreement (as including the same exists on the date hereofconditions thereto) shall not have occurred been amended or waived in a manner that would reasonably be expected to be materially and adversely affect adverse to the economic benefits that the Investor would Subscriber reasonably expect expects to receive under this Subscription Agreement;
(iii) There shall have been no amendment, waiver or modification to any other subscription agreements entered into in connection with the Offering contemplated hereby (the “Other Subscription Agreements”) that materially benefits the subscriber thereunder unless Subscriber has been offered the substantially similar benefits; provided, however, that the foregoing shall exclude (A) any commercial arrangements entered into by the Company or the Target with other subscribers that have executed Other Subscription Agreements and that the Company or the Target has determined are strategic investors (“Strategic Arrangements”) and (B) any arrangements that the Target has entered into prior to or as of the date hereof with other subscribers that have executed Other Subscription Agreements which subscribers, as of the date hereof, are stockholders of the Target (“Current Target Stockholders”) who have entered into such arrangements in their capacity as stockholders of the Target (“Target Stockholder Arrangements”) (including, for the avoidance of doubt, agreements or other arrangements entered into by other subscribers that are Current Target Stockholders, in their capacities as stockholders of Target, simultaneously with and pursuant to the Transaction Agreement but excluding any Other Subscription Agreements with Current Target Stockholders, which shall be entered into on terms substantially similar to those set forth in this Subscription Agreement and, in no event on terms materially more favorable than those set forth herein);
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading listing application with the New York Stock Exchange (“NYSE”) in connection with the Transaction shall have been conditionally approved and, immediately following the Transaction Closing, the Company shall satisfy any jurisdictionapplicable initial and continued listing requirements of the NYSE and the Company shall not have received any notice of noncompliance therewith, and no suspension or removal from (ii) the Shares shall have been approved for listing of the Class A ordinary shares on the Nasdaq shall have occurredNYSE, subject to official notice of issuance; and
(v) there the Company shall have been no amendmentperformed, waiversatisfied and complied in all material respects with all covenants, or modification to any Other agreements and conditions required by this Subscription Agreement on to be performed, satisfied or complied with by it at or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingClosing.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing is purchase and sale of the Shares pursuant to this Subscription Agreement subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) condition that no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company AUID to consummate the Closing is also purchase and sale of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Company of the conditions that: (i) condition that all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations representations, warranties, covenants and warranties agreements of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsDate.
c. The obligation of the Investor to consummate the Closing is also purchase and sale of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Investor of the conditions that:
(i) condition that all representations and warranties of the Company AUID contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Date, and consummation of the Closing shall constitute a reaffirmation by the Company AUID of each of the representations representations, warranties, covenants and warranties agreements of the Company AUID contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 1 contract
Samples: Subscription Agreement (Ipsidy Inc.)
Closing Conditions. a. In addition to the conditions to Closing condition set forth in Section 2, the obligation of the parties hereto to consummate the 2(a) above:
(a) The Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares Subscribed Subunits for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurredoccurred and be continuing (other than in contemplation of the Target Ordinary Shares, Class A CVRs and Target Public Warrants to be issued in exchange therefor at the Closing);
(ii) no applicable governmental authority of competent jurisdiction with respect to the sale of the Subscribed Subunits shall have enacted, rendered, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all material conditions precedent to the Transaction Closing under set forth in the Transaction Agreement BCA shall have been satisfied (as determined in good faith by the parties to the BCA) or waived, waived by the parties thereto in accordance with the requirements of the BCA (other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing).
b. (b) The obligation obligations of the Company to consummate the Closing is are also subject to the satisfaction or valid waiver by the Company of the additional conditions that: , on the Closing Date:
(i) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date; and
(ii) Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing.
(c) The obligations of Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Investor Company and Target contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligationsClosing, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company and Target of each of the representations representations, warranties and warranties agreements of the Company and Target, as applicable, contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company and Target shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing;
(iii) no amendment the Target Ordinary Shares and the Target Public Warrants issued in exchange for the Subscribed Subunits in the Transaction Closing have been approved for listing on the Nasdaq Capital Market (“Nasdaq”) (or, at the election of the Transaction Agreement Company, the New York Stock Exchange (as “NYSE”)), subject to official notice of issuance (for the same exists on the date hereof) shall have occurred avoidance of doubt, there is no requirement that would reasonably any CVRs be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;so listed); and
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering Company or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq Target shall have occurred; and
delivered a First Amendment to Lock-Up Agreement in substantially the form attached as Exhibit B hereto (veach, a “Lock-Up Amendment”) there shall have been no amendmentfor each Target shareholder that executed and delivered a Lock-Up Agreement with the Target in connection with the BCA (a “Locked-Up Shareholder”) (or alternatively with other Target shareholders that own in the aggregate with the Locked-Up Shareholders delivering such Lock-Up Amendments at least the same ownership percentage of Target as the Locked-Up Shareholders), waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits with such Other Investors (other than terms particular to the regulatory requirements of Lock-Up Amendment duly executed by such Other Investors or related fundsTarget shareholder(s) unless the Investor has been offered substantially similar benefits in writingand Target.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation (a) The obligations of the parties hereto to consummate Company hereunder in connection with the Closing is are subject to the satisfaction following conditions being met (or valid waiver waived by each party of the conditions that, on the Closing Date:Company):
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which by the Purchaser in Section 3.2 shall be true and correct in all material respects as of the date when made and as of the Closing Date (other than unless any such representation or warranty speaks as of a specific date therein, in which case such representation or warranty shall be true and correct in all material respects as of such date), except for those representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, in which case such representations and warranties shall be true and correct in all respects) respects as of the date when made and as of the Closing Date (unless any such representation or warranty speaks as of a specific date therein, in which case such representation or warranty shall be true and correct as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and ;
(ii) all obligations, covenants and agreements of the Investor Purchaser required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects (or, to the extent obligations, covenants and agreements are qualified by materiality or Material Adverse Effect, in all respects);
(iii) the delivery by Purchaser of the items set forth in Section 2.2(b) of this Agreement; and
(iv) each of the Company and Purchaser shall have executed and delivered the Amendment No. 3, and the Collaboration Agreement, as amended by Amendment No. 3 shall not have been terminated and shall be effective in accordance with its terms.
c. (b) The obligation obligations of the Investor to consummate Purchaser hereunder in connection with the Closing is also are subject to the satisfaction following conditions being met (or waiver waived by the Investor of the conditions that:Purchaser):
(i) all (A) The representations and warranties of made by the Company (a) in Section 3.1 (other than the representations and warranties set forth in Sections 3.1(a)-(g)), without regard to materiality or Material Adverse Effect qualifiers contained in this Subscription Agreement within such representations and warranties, shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (Date, except for any failure of such representations and warranties made as of to be true and correct that would not reasonably be expected to have a specific dateMaterial Adverse Effect, which and (b) in Sections 3.1(a)-(g) shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects (or, to the extent obligations, covenants and agreements are qualified by materiality or Material Adverse Effect, in all respects);
(iii) no amendment the delivery by the Company of the Transaction Agreement (as the same exists on the date hereofitems set forth in Section 2.2(a) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under of this Subscription Agreement;
(iv) no suspension the Company shall have delivered to the Purchaser evidence, in form and substance reasonably satisfactory to the Purchaser, that each of the qualification Required Approvals was received as of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; andClosing;
(v) there shall have been no amendmentMaterial Adverse Effect with respect to the Company since the date hereof;
(vi) the Shares shall be duly listed, waiverand admitted and authorized for trading, on the Nasdaq Global Market (“Nasdaq”) and an application for listing shall have been filed with the Tel Aviv Stock Exchange (the “TASE”) (subject to official notice of issuance, if required);
(vii) the Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the Board of Directors of the Company has approved the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities and that they remain in effect, certifying the current versions of the Organizational Documents of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;
(viii) the sale of the Shares by the Company to the Purchaser hereunder shall not be prohibited by any Law;
(ix) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended, nor shall a suspension have been threatened in writing, by the Commission, the ISA, the Nasdaq, or modification to the TASE and, at any Other Subscription Agreement on or time prior to the Closing that benefits Date, trading in securities shall not have been limited in any material respect or suspended, or minimum prices shall not have been established on securities whose trades are reported by such Other Investors (service, or on any Trading Market, nor shall a banking moratorium have been declared by any of the United States, New York State or Israeli authorities nor shall there have occurred any material outbreak or escalation of hostilities or other than terms particular to the regulatory requirements national or international calamity of such Other Investors magnitude in its effect on, or related fundsany material adverse change in, any financial market which, in each case, in the reasonable judgment of Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and
(x) unless each of the Investor has Company and Purchaser shall have executed and delivered the Amendment No. 3, and the Collaboration Agreement, as amended by Amendment No. 3 shall not have been offered substantially similar benefits terminated and shall be effective in writingaccordance with its terms.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation (a) The obligations of the parties hereto to consummate Company hereunder in connection with the Closing is are subject to the satisfaction following conditions being met (or valid waiver waived by each party of the conditions that, on the Closing Date:Company):
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which by the Investor in Article 4 shall be true and correct in all material respects as of the date when made and as of the Closing Date (other than unless any such representation or warranty speaks as of a specific date therein, in which case such representation or warranty shall be true and correct in all material respects as of such date), except for those representations and warranties that are qualified as to materiality or Material Adverse Effectmateriality, in which case such representations and warranties shall be true and correct in all respects) respects as of the date when made and as of the Closing Date (unless any such representation or warranty speaks as of a specific date therein, in which case such representation or warranty shall be true and correct as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and ;
(ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects (or, to the extent obligations, covenants and agreements are qualified by materiality or Material Adverse Effect, in all respects.); and
c. The obligation (iii) the delivery by Investor of the Aggregate Purchase Price;
(b) The obligations of Investor to consummate hereunder in connection with the Closing is also are subject to the satisfaction following conditions being met (or waiver waived by the Investor of the conditions that:Investor):
(i) all The representations and warranties of made by the Company contained in this Subscription Agreement Article 3 hereof shall be true and correct in all material respects (other than as of the date of this Agreement and as of the Closing Date as though made on and as of such dates, except to the extent such representations and warranties that (i) are already qualified as to materiality or by materiality, “Material Adverse Effect (as defined herein)Effect” or words of similar import, in which case such representations and warranties shall be true and correct as of such dates in all respectsrespects or (ii) at and as of the Closing Date (except for representations and warranties are specifically made as of a specific particular date, in which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which case such representations and warranties shall be true in all respects) and correct as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects (or, to the extent obligations, covenants and agreements are qualified by materiality or Material Adverse Effect, in all respects);
(iii) no amendment the delivery by the Company of the Transaction Agreement (as the same exists on the date hereofitems set forth in Section 2.2(a) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under of this Subscription Agreement;
(iv) From and after the Effective Date until the Closing Date, there shall have occurred no suspension of the qualification of the Company’s Class A ordinary shares for offering event that has caused or sale or trading in any jurisdictionwould reasonably be expected to cause a Material Adverse Effect;
(v) The Purchased Shares shall be duly listed, and no suspension or removal from listing of the Class A ordinary shares admitted and authorized for trading, on the Nasdaq shall have occurredGlobal Market (“Nasdaq”); and
(vvi) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior the sale of the Purchased Shares by the Company to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writinghereunder shall not be prohibited by any Law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Century Therapeutics, Inc.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (i) The obligation of Purchasers, on the parties hereto one hand, and the Company, on the other hand, to consummate effect the Closing is subject to the satisfaction fulfillment or valid written waiver by each party Purchaser or the Company, as applicable, of each of the conditions that, on the Closing Datefollowing conditions:
(i1) no suspension provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the qualification of Closing or shall prohibit or restrict Purchasers or their Affiliates from owning any Notes in accordance with the Shares for offering terms thereof and no lawsuit shall have been commenced by any court, administrative agency or sale commission or trading in any jurisdictionother governmental authority or instrumentality, whether federal, state, local or foreign, or initiation any applicable industry self-regulatory organization (each, a “Governmental Entity”) seeking such prohibition or threatening of any proceedings for any of such purposes, shall have occurred;restriction; and
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company Purchasers to consummate the purchase of the Notes to be purchased by them at Closing is also subject to the satisfaction or waiver fulfillment by the Company or written waiver by each Purchaser prior to the Closing of each of the conditions that: following conditions:
(i1) all the representations and warranties of the Investor contained Company set forth in this Subscription Agreement are shall be true and correct in all material respects (other than representations on and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations of the date of this Agreement and warranties shall be true in all respects) at on and as of the Closing Date as though made on and as of the Closing Date, except where the failure to be true and correct (without regard to any materiality or Material Adverse Effect qualifications contained therein), individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect (and except for that (i) representations and warranties made as of a specific date, which specified date shall only be required to be true and correct as of such date and (ii) the representations and warranties of the Company set forth in Sections 2.2(b) (but only with respect to the last sentence thereof) and 2.2(c) shall be true and correct in all respects);
(2) the Company shall have performed in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor obligations required by this Subscription Agreement to be performed by it at or prior to the Closing, as the case may be, under this Agreement to be performed by it on or prior to the Closing Date Date;
(3) Purchasers shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(c)(ii)(1) and Section 1.2(c)(ii)(2) have been performed satisfied;
(4) since the date hereof, no Material Adverse Effect shall have occurred;
(5) at the Closing, the Company shall deliver to Purchasers a certificate of the Secretary of the Company, in all material respectsthe form attached hereto as Exhibit B (the “Secretary’s Certificate”), dated as of the Closing Date, (i) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the issuance of the Notes under this Agreement, (ii) certifying the current versions of the Amended and Restated Certificate of Incorporation, and Bylaws of the Company, and (iii) certifying as to the signatures and authority of persons signing this Agreement and related documents on behalf of the Company; and
(6) since the date hereof, there shall not be any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to the Company or the Company Subsidiaries, Purchasers or the transactions contemplated by this Agreement, by the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Montana Division of Banking and Financial Institutions (the “Montana DBF”) or any other Governmental Entity, which imposes any restriction or condition which any Purchaser determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on the Company’s or such Purchaser’s business or would materially reduce the economic benefits of the transactions contemplated by this Agreement to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date hereof (any such condition or restriction, a “Burdensome Condition”), and, for the avoidance of doubt, (i) any requirements to disclose the identities of limited partners, shareholders or members of such Purchaser or its Affiliates or its investment advisors, other than the identities of Affiliates of such Purchaser, shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in its sole discretion and (ii) any restrictions or conditions imposed on such Purchaser in any passivity commitments shall not be deemed a Burdensome Condition.
c. (iii) The obligation of the Investor Company to consummate effect the Closing is also subject to the satisfaction fulfillment or written waiver by the Investor Company prior to the Closing of the conditions thatfollowing additional conditions:
(i1) all the representations and warranties of the Company contained each Purchaser set forth in this Subscription Agreement shall be true and correct in all material respects (other than representations on and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations of the date of this Agreement and warranties shall be true in all respects) at on and as of the Closing Date (except for representations as though made on and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date; except where the failure to be true and correct (without regard to any materiality or Material Adverse Effect qualifications contained therein) would not materially adversely affect the ability of such Purchaser to perform its obligations hereunder;
(ii2) each Purchaser shall have performed in all obligations, covenants and agreements of the Company material respects all obligations required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (Closing, as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive case may be, under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification Agreement to any Other Subscription Agreement be performed by it on or prior to the Closing that benefits such Other Investors Date;
(other than terms particular 3) the Company shall have received a certificate signed on behalf of each Purchaser by a duly authorized person certifying to the regulatory requirements of such Other Investors effect that the conditions set forth in Sections 1.2(c)(iii)(1) and 1.2(c)(iii)(2) have been satisfied; and
(4) since the date hereof, there shall not be any action taken, or related funds) unless any law, rule or regulation enacted, entered, enforced or deemed applicable to the Investor has been offered substantially similar benefits in writingCompany or the Company Subsidiaries, Purchasers or the transactions contemplated by this Agreement, by the Federal Reserve, the Montana DBF or any other Governmental Entity, which imposes any restriction or condition that is a Burdensome Condition.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Eagle Bancorp Montana, Inc.)
Closing Conditions. a. In addition (a) The Closing shall be subject to the conditions to Closing set forth satisfaction, or valid waiver in Section 2, the obligation writing by each of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party hereto, of the conditions that, on the Closing Date:
(i) no suspension all conditions precedent to the closing of the qualification Business Combination set forth in Article VII of the Shares for offering Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement) or sale or trading waived in writing by the Person(s) with the authority to make such waiver (other than those conditions which, by their nature, are to be satisfied at the closing of the Business Combination pursuant to the Business Combination Agreement including to the extent that any jurisdictionsuch condition precedent is, or initiation or threatening is dependent upon, the consummation of any proceedings for any the transactions contemplated hereby), and the closing of such purposes, the Business Combination shall have occurred;be scheduled to occur substantially concurrently with the Closing; and
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby (including, without limitation, the Domestication) illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and.
(iiib) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also shall be subject to the satisfaction or valid waiver in writing by the Company of the additional conditions that: , on the Closing Date:
(i) except as otherwise provided under Section 2.3(b)(ii), all representations and warranties of the Investor Purchaser contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)material adverse effect, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations to the extent that any such representation and warranties made warranty expressly speaks as of a specific an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect, which representations and warranties shall be true and correct in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Purchaser of each of the representations, warranties and agreements of the Purchaser contained in this Agreement as of the Closing Date, but without giving effect to consummation of the Business Combination, or as of such earlier date, as applicable;
(ii) the representations and warranties of the Purchaser contained in Section 3.2(q) of this Agreement shall be true and correct at all times on or prior to the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Purchaser of such representations and warranties;
(iii) the Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and
(iv) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(c) The obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by the Purchaser of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company contained in this Subscription Agreement as of the Closing Date, but without giving effect to consummation of the Business Combination, or as of such earlier date, as applicable;
(ii) all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;Closing; and
(iii) no amendment the delivery by the Company of the Transaction Agreement (as the same exists on the date hereofitems set forth in Section 2.2(a) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under of this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Inflection Point Acquisition Corp. II)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto Investor to consummate the Closing is exchange of Old Notes for the Exchange Securities pursuant to this Exchange Agreement shall be subject to the satisfaction or valid waiver following conditions, each of which may be waived in writing by each party of the conditions that, on the Closing DateInvestor in its discretion:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining restraining, prohibiting or prohibiting enjoining consummation of the transactions contemplated hereby, and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyprohibition; and
(iiiii) all conditions precedent to the Transaction Closing under execution of the Transaction Agreement shall have been satisfied or waived, other Old Note Consent Solicitation by no less than those conditions under 80% of the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.existing noteholders; and
b. The obligation of the Company to consummate the Closing is also shall be subject to the satisfaction or valid waiver in writing by the Company of the additional conditions that: , on the Closing Date:
(i) all representations and warranties of the Investor contained in this Subscription Exchange Agreement are true and correct in all material respects (other than (x) representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true and correct in all respects, or (y) at and as of the Closing Date (except for representations and warranties made that speak as of a specific specified earlier date, which representations and warranties shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date)) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Exchange Agreement as of the Closing Date and Closing; and
(ii) Investor shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Exchange Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing, except where the failure of such performance, satisfaction or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Company to consummate the Closing.
c. The obligation of the Investor to consummate the Closing is also shall be subject to the satisfaction or valid waiver in writing by the Investor of the additional conditions that, on the Closing Date:
(i) the consummation of the Investment by the Investor and the Note Restructuring by the Other Investors of the Other Exchanges contemporaneously with the Note Restructuring;
(ii) all representations and warranties of the Company contained in this Subscription Exchange Agreement shall be are true and correct in all material respects (other than (A) representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true and correct in all respectsrespects or (B) at and as of the Closing Date (except for representations and warranties made that speak as of a specific specified earlier date, which representations and warranties shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date)) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Exchange Agreement as of the Closing Date;Closing; and
(iiiii) all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Exchange Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment Closing, except where the failure of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that such performance, satisfaction or compliance would not or would not reasonably be expected to prevent, materially and adversely affect delay, or materially impair the economic benefits that ability of the Investor would reasonably expect Company to receive under this Subscription Agreementconsummate the Closing;
(iv) no suspension the Investor shall have received a legal opinion of Gxxxxxxxx Txxxxxx, LLP, outside counsel to the Company, dated on the Closing Date, in a form reasonably acceptable to the Investor;
(v) the Company shall have issued to the Investor the Exchange Securities being issued to the Investor pursuant to this Exchange Agreement;
(vi) the Company shall have delivered to the Investor a certified copy of the qualification certificate of incorporation and articles of association of the Company within ten (10) business days prior to the Closing Date;
(vii) the Company shall have delivered to the Investor a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (a) the resolutions of its board of directors regarding the agreements and transactions contemplated hereby in a form reasonably acceptable to the Investor, (b) the governing documents of the Company, each as in effect at the Closing;
(viii) the Company notified the Nasdaq Global Market (the “Principal Market”), of the transactions contemplated hereby on December 1, 2023, and previously discussed its reliance on the “home country” exemptions from certain corporate governance rules with its Nasdaq listing representative, and will file the applicable listing of additional shares notification to the Principal Market on the Closing Date, and as of the Closing Date, the Principal Market shall not have made any objection (not subsequently withdrawn) to the Company in writing that the consummation of the transactions contemplated hereby would violate the Principal Market’s listing rules applicable to the Company and that if not withdrawn would result in the suspension or delisting of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdictionfrom the Principal Market, and no suspension other approvals or removal consents from listing the Principal Market are required for the completion of the Class A ordinary shares on Note Exchange, the Nasdaq shall have occurred; andOther Exchanges or the Investment;
(vix) there shall have been no amendmentto the extent required to give effect to the Company’s obligations pursuant to this Exchange Agreement, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors Date, the Company shall have delivered all irrevocable instructions to, and shall have received acknowledgement from, each relevant transfer agent, depositary or clearing system in order for the Company to perform its obligations pursuant to this Exchange Agreement; and
(x) the quotation or listing of the Ordinary Shares on the Principal Market shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market, nor shall suspension have been threatened as of the Closing Date, either in writing by the SEC or the Principal Market or by virtue of the Company falling below the minimum listing maintenance requirements of the Principal Market, other than terms particular to the regulatory requirements of such Other Investors or related funds) unless Nasdaq notice received by the Investor has been offered substantially similar benefits Company and disclosed in writingits Current Report on Form 6-K on September 12, 2023.
Appears in 1 contract
Closing Conditions. a. In addition (a) The Purchaser's obligation to the conditions to Closing set forth in Section 2, the obligation consummate its purchase of the parties hereto Servicer Appointment Right pursuant to consummate the Closing this Agreement is subject to the satisfaction or valid waiver by each party on or prior to the Closing Date of the conditions that, on the Closing Date:
following conditions: (i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, The Seller shall have occurred;
performed in all material respects all of its covenants and agreements contained herein to the extent that (A) such covenants and agreements are required to be performed by it on or prior to the Closing Date and (B) the Purchaser has not waived such covenants and agreements; (ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor Seller contained in this Subscription Agreement herein are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date; and (iii) the parties thereto shall have executed and delivered the PSA in a form reasonably acceptable to the Purchaser (the execution and delivery of the PSA by the Purchaser shall be considered acceptance by the Purchaser of the terms thereof).
(b) The obligation of the Seller to consummate the sale of the Servicer Appointment Right to the Purchaser pursuant to this Agreement is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (except for i) The Purchaser shall have performed in all material respects all of its covenants and agreements contained herein which are required to be performed by it on or prior to the Closing Date; (ii) all representations and warranties made as of a specific date, which shall be the Purchaser contained herein are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
; and (iiiii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date PSA shall have been performed in all material respects;executed and delivered by the parties thereto.
(iiic) no amendment In the event that any of the Transaction conditions precedent to closing set forth in Section 2.03 are not satisfied (or waived in writing by the party for whose benefit such conditions run), then this Agreement (as will automatically terminate unless extended in writing by the same exists on Purchaser and the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingSeller.
Appears in 1 contract
Samples: Servicing Rights Purchase Agreement
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation (a) The obligations of the parties hereto Sellers to consummate the Closing is transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or valid waiver by written waiver, at or prior to the Closing, of each party of the conditions that, on the Closing Datefollowing conditions:
(i) no suspension of The covenants and agreements contained in this Agreement to be complied with by the qualification of Purchaser on or before the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, Closing Date shall have occurredbeen complied with in all material respect;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which by the Purchaser herein shall have been true and correct when made and shall be true and correct in all material respects (other than as of the Closing, with the same force and effect as if made as of the Closing, except to the extent such representations and warranties that are qualified as to materiality or Material Adverse Effectof another date, in which case such representations and warranties shall be true in all respects) and correct as of such that date);
(iii) No Governmental Authority shall have enacted, and issued, promulgated or enforced any Law or granted, entered or promulgated any Governmental Order (whether temporary, preliminary or permanent) against any Seller that has the effect of making the transactions contemplated by this Agreement or the Transaction Agreements illegal or otherwise prohibiting the consummation of the Closing shall constitute a reaffirmation by the Investor of each such transactions; and
(b) The obligations of the representations and warranties of Purchaser to consummate the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required transactions contemplated by this Subscription Agreement shall be subject to be performed by it the fulfillment or written waiver, at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation Closing, of each of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions thatfollowing conditions:
(i) all The representations and warranties of made by the Company contained in this Subscription Agreement Sellers herein shall have been true and correct when made and shall be true and correct in all material respects (other than as of the Closing, with the same force and effect as if made as of the Closing, except to the extent such representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)of another date, in which case such representations and warranties shall be true in all respects) at and correct as of the Closing Date (except for representations and warranties made as of a specific that date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, The covenants and agreements of the Company required by contained in this Subscription Agreement to be performed complied with by it at the Sellers on or prior to before the Closing Date shall have been performed complied with in all material respects;
(iii) no amendment No Governmental Authority shall have enacted, issued, promulgated or enforced any Law or granted, entered or promulgated any Governmental Order (whether temporary, preliminary or permanent) against the Purchaser, any of its Affiliates, including any of the Transaction Group Companies, that has the effect of making the transactions contemplated by this Agreement (as illegal or otherwise prohibiting the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreementconsummation of such transactions;
(iv) no suspension No Claim shall have been commenced against any of the qualification Sellers or any of the Company’s Class A ordinary shares for offering Group Companies (A) seeking to restrain, prohibit or sale or trading in enjoin the consummation of any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on material transactions contemplated by this Agreement, or to materially alter the Nasdaq shall have occurredterms of this Agreement; and(B) seeking to materially alter or restrict (I) the ownership of the Total Eracom Shares by the Purchaser, or (II) the ability of the Purchaser to own or control the Group Companies or their business; or (C) with respect to any of the transactions contemplated by this Agreement, seeking to obtain material damages from the Purchaser or any Group Company;
(v) Since the date hereof, there shall not have been no amendment, waiver, or modification any Material Adverse Effect which has not been disclosed to any Other Subscription Agreement on or the Purchaser prior to the Closing that benefits such Other Investors date hereof.
(vi) There shall not have been (i) any insolvency proceeding pending against any of the Group Companies, (ii) except as otherwise provided in Section 7.1, a legal requirement to initiate an insolvency proceeding in respect of any of the Group Companies, or (iii) a failure by a Group Company after the date hereof to make payments to creditors (other than terms particular the Sellers) as a result of lack of funds.
(c) Each Party shall use reasonable efforts to ensure that the regulatory requirements of such Other Investors or related fundsClosing can occur as contemplated.
(d) unless the Investor has As soon as all Closing Conditions have been offered substantially similar benefits in writingfulfilled, Sellers and Purchaser shall mutually notify each other thereof.
Appears in 1 contract
Samples: Purchase Agreement (Safenet Inc)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation of the parties hereto to consummate the Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation obligations of the Company to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction (or valid waiver by the Company in writing) of the conditions that, at the Subscription Closing: (i) i all representations and warranties of the Investor undersigned contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Subscription Closing, and consummation of the Subscription Closing shall constitute a reaffirmation by the Investor undersigned of each of the representations representations, warranties and warranties agreements of the Investor such party contained in this Subscription Agreement as of the Closing Date Subscription Closing; and (ii) ii the undersigned shall have performed or complied in all obligations, material respects with all agreements and covenants and agreements of the Investor required by this Subscription Agreement required to be performed by it or complied with at or prior to the Closing Date shall have been performed in all material respectsSubscription Closing.
c. b. The obligation obligations of the Investor undersigned to consummate the Closing is also transactions contemplated hereunder are subject to the satisfaction (or valid waiver by the Investor undersigned in writing) of the conditions that:
(i) , at the Subscription Closing: i all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Subscription Closing, and consummation of the Subscription Closing shall constitute a reaffirmation by the Company of each of the representations representations, warranties and warranties agreements of the Company such party contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of Subscription Closing; ii the Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement required to be performed by it or complied with at or prior to the Closing Date shall have been performed Subscription Closing; iii the cash to be injected into Canoo by the Company upon the Transaction Closing, including the funds in the Trust Account, together with the funds irrevocably committed by all material respects;
Subscribers, is not less than $200,000,000 in the aggregate (iii) no amendment without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with the Transaction, this Subscription Agreement and the Other Subscription Agreements); iv the Transaction Agreement (as the same exists on the date hereofdefined below) shall not have occurred that would reasonably be expected to materially been terminated, rescinded or rendered invalid, illegal or unenforceable by law or otherwise without the Transaction being consummated, and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension terms of the qualification Transaction Agreement shall not have been amended or modified in a manner that is materially adverse to the undersigned as a stockholder of the Company’s Class A ordinary shares for offering , including, without limitation, any amendment, modification or sale waiver of any material representation or trading in any jurisdiction, and no suspension or removal from listing covenant of the Class A ordinary shares on Company or Canoo relating to the Nasdaq shall have occurredfinancial position or outstanding indebtedness of the Company, in each case, without the undersigned’s prior written consent (not to be unreasonably withheld, conditioned or delayed); and
(v) there shall have been no amendment, waiver, or modification c. The obligations of each of the Company and the undersigned to any Other Subscription Agreement on or prior consummate the transactions contemplated hereunder are subject to the Closing that benefits such Other Investors satisfaction (other than terms particular to or waiver by the regulatory requirements of such Other Investors or related funds) unless Company and the Investor has been offered substantially similar benefits undersigned in writing.) of the conditions that, at the Subscription Closing:
Appears in 1 contract
Samples: Subscription Agreement (Hennessy Capital Acquisition Corp IV)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the obligation (a) The obligations of the parties hereto to consummate Company hereunder in connection with the Closing is are subject to the satisfaction following conditions being met by the Investors or valid waiver waived by each party of the conditions that, on the Closing DateCompany:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct accuracy in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)respects, which representations and warranties shall be true in all respects) at when made and as of the Closing Date (except for representations and warranties made as of a specific dateDate, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor Investors contained herein (except with respect to representations and warranties which relate to a specific date, in this Subscription Agreement which case such representations and warranties shall continue to be materially accurate as of the Closing Date and such date).
(ii) all All obligations, covenants and agreements of the Investor Investors required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respectsperformed.
c. (iii) The obligation delivery by the Investors of the Investor to consummate items set forth in Section 5 of this Purchase Agreement.
(iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.
(b) The respective obligations of the Investors hereunder in connection with the Closing is also are subject to the satisfaction or waiver following conditions being met by the Company or waived by each Investor of the conditions thatas to itself:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct The accuracy in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)respects, which representations and warranties shall be true in all respects) at when made and as of the Closing Date (except for representations and warranties made as of a specific dateClosing, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained herein (except with respect to representations and warranties which relate to a specific date, in this Subscription Agreement which case such representations and warranties shall continue to be materially accurate as of the Closing Date;such date).
(ii) all All obligations, covenants and agreements of the Company contained herein required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;performed.
(iii) no amendment No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;Documents.
(iv) no suspension The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the qualification purchase and sale of the Company’s Class A ordinary shares for offering or sale or trading Securities, all of which shall be and remain so long as necessary in any jurisdiction, full force and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingeffect.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sequential Brands Group, Inc.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the following conditions:
(a) all conditions precedent to the closing of the Transaction set forth in the BCA shall have been satisfied (as determined by the parties to the BCA) or waived (other than those conditions which, by their nature, are to be satisfied at the closing of the Transactions pursuant to the BCA or by the Closing itself, but subject to their satisfaction or valid waiver by each party at the closing of the conditions thatTransactions), on and the Closing Date:
(i) no suspension closing of the qualification of Transaction shall occur substantially concurrently with or immediately following the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurredClosing;
(iib) no applicable governmental authority there shall have enacted, issued, promulgated, enforced or entered not be in force any judgment, law, injunction order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect entered by or with any governmental authority enjoining or prohibiting (i) the issuance and has sale of the effect of making Shares under this Subscription Agreement or (ii) the consummation of the transactions contemplated hereby illegal Transaction;
(c) solely with respect to the Investor’s obligation to close, no amendment, modification or otherwise restraining or prohibiting consummation waiver of the transactions contemplated hereby, BCA by Issuer or ParentCo (as the same exists on the date of this Subscription Agreement) that has materially and no governmental authority shall have instituted adversely affected or threatened in writing a proceeding seeking would reasonably be expected to impose any such restraint or prohibition on consummations of materially and adversely affect the transactions contemplated hereby; and
(iii) all conditions precedent economic benefits that Investor would reasonably expect to the Transaction Closing receive under the Transaction this Subscription Agreement shall have been satisfied or waived, other than those conditions under occurred without the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.Investor’s written consent;
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (d) (i) all solely with respect to the Investor’s obligation to close, the representations and warranties of made by Issuer and ParentCo, and (ii) solely with respect to ParentCo’s obligation to close, the Investor contained representations and warranties made by the Investor, in each case, in this Subscription Agreement are shall be true and correct in all material respects (as of the Closing Date other than (x) those representations and warranties that are qualified as to by materiality or Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true and correct in all respects) at and respects as of the Closing Date and (except for y) those representations and warranties expressly made as of a specific an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are or, if qualified as to by materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and in each case without giving effect to the consummation of the Closing Transaction;
(e) solely with respect to the Investor’s obligation to close, Issuer and ParentCo shall constitute a reaffirmation by the Investor of each of the representations have performed, satisfied and warranties of the Investor contained complied in this Subscription Agreement as of the Closing Date all material respects with all covenants, agreements and (ii) all obligations, covenants and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed Closing;
(f) solely with respect to the Investor’s obligation to close, and independently and separately from Section 3(g), and unless waived by a 90% majority in all material respects.
c. The obligation interest of the Investor and the Other Investors as a group (based on the collective aggregate amounts committed to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained purchase in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined hereinthe Other Subscription Agreements), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other no more than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing 75% of the Class A ordinary common shares on of the Nasdaq Issuer eligible for redemption in connection with the Company’s request for approval of the Transaction (it being agreed eligibility shall have occurred; and
(v) there be based upon not only the terms of the Issuer’s certificate of incorporation but also any contractual arrangements between a holder of Issuer common shares and the Issuer), shall have been submitted to the Issuer for redemption and not withdrawn prior to the Closing;
(g) solely with respect to the obligation to close of an Investor that (together with its affiliates) is acquiring at least 100,000 Shares, and independently and separately from Section 3(f), no more than 85% of the Class A common shares of the Issuer eligible for redemption in connection with the Company’s request for approval of the Transaction (it being agreed eligibility shall be based upon not only the terms of the Issuer’s certificate of incorporation but also any contractual arrangements between a holder of Issuer common shares and the Issuer), shall have been submitted to the Issuer for redemption and not withdrawn prior to the Closing;
(h) solely with respect to the Investor’s obligation to close, none of the Issuer or ParentCo shall have entered into any Other Subscription Agreement with a lower Per Share Subscription Price or other term (economic or otherwise) more favorable in any material respect to an Other Investor than as set forth in this Subscription Agreement, and there shall not have been any amendment, waiver, waiver or modification to any Other Subscription Agreement on or prior to the Closing that materially benefits such any Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) Investor unless the Investor has been offered substantially similar benefits the same benefit; and
(i) solely with respect to the Investor’s obligation to close: (A) there has been no default in writingthe performance of the obligations of any Other Investor with respect to the Other Subscription Agreements, that represents $10 million or more in aggregate proceeds; and (B) the sum of (i) the net proceeds due from the Investor under this Subscription Agreement and (ii) the net proceeds actually raised from the non-defaulting Other Investors at Closing are no less than $75 million.
Appears in 1 contract
Samples: Subscription Agreement (Bright Lights Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Datefollowing conditions:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and;
(iiiii) all conditions precedent to the closing of the Transaction Closing under the Transaction Merger Agreement shall have been satisfied or waived, (as determined by the parties to the Merger Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Shares pursuant to this Subscription Agreement) or waived by the party entitled to the benefit thereof under the Merger Agreement and the closing of the Transaction shall be scheduled to occur substantially concurrently with and on the same day as the Closing; and
(iii) the Shares shall have been approved for listing on the New York Stock Exchange (“NYSE”), subject to official notice of issuance.
b. The obligation of the Company to consummate the issuance and sale of the Shares at the Closing is also pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver in writing by the Company of the additional conditions that: :
(i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for those representations and warranties made that speak as of a specific specified earlier date, which shall be so true and correct or true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified earlier date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations representations, warranties, covenants and warranties agreements of the Investor contained in this Subscription Agreement as of the Closing Date and Date; and
(ii) all obligations, covenants and agreements of the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing.
c. The obligation of the Investor to consummate the purchase of the Shares at the Closing is also pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver in writing by the Investor of the additional conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date)Date, and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations representations, warranties, covenants and warranties agreements of the Company contained in this Subscription Agreement as of the Closing Date;; [provided, that in the event this condition would otherwise fail to be satisfied as a result of a breach of one or more of the representations and warranties of the Company contained in this Subscription Agreement and the facts underlying such breach would also cause a condition to Redwire’s and/or Cosmos’ obligations under the Merger Agreement to fail to be satisfied, this condition shall nevertheless be deemed satisfied in the event Redwire and/or Cosmos waives such condition with respect to such breach under the Merger Agreement unless the Other Investors which have subscribed under the Oher Subscription Agreements for a majority of the shares to be acquired pursuant to all of the Other Subscription Agreements have asserted, and refused to close the transactions under their respective Other Subscription Agreements on the basis, that the equivalent condition in such Other Subscription Agreements has not been satisfied;]1
(ii) all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Company to consummate the Closing;
(iii) no amendment amendment, modification or waiver of the Transaction Merger Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;Agreement without having received Investor’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed); and
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there Shares shall have been no amendmentapproved for listing on the New York Stock Exchange, waiver, or modification subject to any Other Subscription Agreement on or prior to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements official notice of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingissuance.
Appears in 1 contract
Samples: Subscription Agreement (Genesis Park Acquisition Corp.)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the (a) The obligation of the parties hereto each Purchaser to consummate purchase and acquire Securities at the Closing is subject to the satisfaction or valid waiver by each party of the conditions thatfulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date:, of each of the following conditions, any of which may be waived in writing by such Purchaser (as to itself only):
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor Company contained in this Subscription Agreement are herein shall be true and correct in all material respects (other than except for those representations and warranties that which are qualified as to materiality or Material Adverse Effect (as defined herein)Effect, in which case such representations and warranties shall be true and correct in all respects) at as of the date when made and as of the Closing Date (Date, as though made on and as of such date, except for such representations and warranties made that speak as of a specific date, date which shall be true and correct in all material respects (other than except for those representations and warranties that which are qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company (with respect to the obligations of the Purchasers) required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed performed, satisfied and complied with in all material respects;
(iii) no amendment statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Agreement Documents or has the effect of making consummation of the transactions contemplated by the Transaction Documents illegal;
(iv) the Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Securities, all of which shall be and remain so long as necessary in full force and effect;
(v) the same exists on Company shall have delivered the date hereofCompany Deliverables in accordance with Section 2.2(a); and
(vi) no event or circumstance or series of events or circumstances shall have occurred that has had or would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;have a Material Adverse Effect.
(ivb) no suspension The Company’s obligation to sell and issue the Securities at Closing to each Purchaser is subject to the fulfillment to the satisfaction of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement Company on or prior to the Closing Date of the following conditions, any of which may be waived in writing by the Company:
(i) the representations and warranties made by such Purchaser contained herein shall be true and correct in all material respects (except for those representations and warranties which are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of the date when made, and as of the Closing Date, as though made on and as of such date, except for such representations and warranties that benefits speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties which are qualified as to materiality, in which case such Other Investors representations and warranties shall be true and correct in all respects) as of such date;
(other than terms particular ii) all obligations, covenants and agreements of such Purchaser required to be performed at or prior to the regulatory requirements Closing Date shall have been performed, satisfied and complied with in all material respects;
(iii) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents; and
(iv) such Other Investors or related funds) unless Purchaser shall have delivered the Investor has been offered substantially similar benefits Purchaser Deliverables in writingaccordance with Section 2.2(b).
Appears in 1 contract
Closing Conditions. a. In addition A. Conditions to the conditions to Closing set forth in Section 2, the obligation Sussex's Obligations under this Agreement. The ------------------------------------------------------- obligations of the parties hereto to consummate the Closing is Sussex hereunder shall be subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iii) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived, other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closing.
b. The obligation of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date of each of the following conditions, unless waived in whole or in part by Sussex in its sole discretion:
1. All action required to be taken by, or on the part of, the Purchaser to authorize the execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby shall have been duly and validly taken by the Purchaser.
2. The obligations of the Purchaser required to be performed by the Purchaser at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects.
c. The obligation of , and the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations and warranties of the Company contained Purchaser set forth in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties of the Purchaser contained in this Agreement that are qualified as to materiality or Material Adverse Effect (as defined herein)materiality, which representations and warranties shall be true in all respects) at as of the date of this Agreement and as of the Closing Date, as though made on and as of such Closing Date, except as to any representation or warranty which specifically relates to an earlier date.
3. The Purchaser shall have delivered to Sussex a certificate, dated the Closing Date, and signed by its president or any executive vice president, to the effect that the conditions set forth in this Section V(A)(1) and (2) have been satisfied.
4. The parties shall have received all regulatory approvals required in connection with the sale and purchase of the Shares of Common Stock, and all notice and waiting periods imposed thereby shall have expired or been terminated.
5. There shall not be in effect any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits consummation of the transactions contemplated hereby, and neither party shall have been notified by any regulatory authority of any objection to the consummation of such transactions.
B. Conditions to the Purchaser's Obligations under this Agreement. The -------------------------------------------------------------- obligations of the Purchaser hereunder shall be subject to fulfillment at or prior to Closing Date, of each of the following conditions, unless waived in whole or in part by the Purchaser in its sole discretion:
1. All action required to be taken by, or on the part of, Sussex to authorize the execution, delivery and performance of this Agreement and the consummation by Sussex of the transactions contemplated hereby shall have been duly and validly taken by Sussex.
2. The obligations of Sussex required to be performed by Sussex at or prior to the Closing Date (except for pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and the representations and warranties made as of a specific date, which Sussex set forth in this Agreement shall be true and correct in all material respects (other than representations and warranties of Sussex contained in this Agreement that are qualified as to materiality or Material Adverse Effectmateriality, which representations and warranties shall be true in all respects) as of such date), the date of this Agreement and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;, as though made on and as of such Closing Date, except as to any representation or warranty which specifically relates to an earlier date.
3. During the period from June 30, 2000 through the Closing Date, there shall not have been any event, act or omission (iiindividually or in the aggregate) which shall have had a material adverse effect upon Sussex, SCSB and its subsidiaries, whether or not insured, which materially affects the ability of Sussex, SCSB and its subsidiaries to conduct their businesses.
4. Sussex shall have delivered to the Purchaser a certificate, dated the Closing Date, and signed by its president or vice president, to the effect that the conditions set forth in this Section V(B)(1), (2) and (3) have been satisfied.
5. The parties shall have received all obligations, covenants regulatory approvals required in connection with the sale and agreements purchase of the Company required by this Subscription Agreement to Shares of Common Stock, and all notice and waiting periods imposed thereby shall have expired or been terminated.
6. There shall not be performed by it at in effect any order, decree or prior to injunction of a court or agency of competent jurisdiction which enjoins or prohibits consummation of the Closing Date transactions contemplated hereby and neither party shall have been performed in all material respects;
(iii) no amendment notified by any regulatory authority of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall have been no amendment, waiver, or modification to any Other Subscription Agreement on or prior objection to the Closing that benefits such Other Investors (other than terms particular to the regulatory requirements consummation of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writingtransactions.
Appears in 1 contract
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Datefollowing conditions:
(i) no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby Investment Transactions illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated herebyInvestment Transactions; and
(iiiii) all conditions precedent to the Transaction Closing under closing of the Transaction Transactions contained in the Business Combination Agreement shall have been satisfied or waived, (as determined by the parties to the Business Combination Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be satisfied at the Transaction Closingclosing of the Transactions, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement, and the closing of the Merger shall have occurred.
b. The obligation of the Company Anzu to consummate the Closing is also issuance and sale of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Company Anzu of the additional conditions that: :
(i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects at and as of the Closing Date as though made at that time (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific dateby materiality, which shall be true and correct in all material respects (other than respects, and those representations and warranties that are qualified speak as to materiality or Material Adverse Effectof a specified earlier date, which representations and warranties shall be so true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations representations, warranties, covenants and warranties agreements of the Investor contained in this Subscription Agreement as of the Closing Date and Date; and
(ii) all obligations, covenants and agreements of the Investor required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also purchase of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or waiver by the Investor of the additional conditions that:
(i) all representations and warranties of the Company Anzu contained in this Subscription Agreement shall be true and correct in all material respects at and as of the Closing Date as though made at that time (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined hereinbelow), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than respects, and those representations and warranties that are speak as of a specified earlier date, which shall be so true and correct in all material respects (or, if qualified as to by materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) at and as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Company Anzu of each of the representations representations, warranties, covenants and warranties agreements of the Company Anzu contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company Anzu required by this Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;
(iii) no amendment of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension of the qualification of the Company’s Class A ordinary shares Shares for offering or sale or trading in any applicable jurisdiction, and no suspension or removal from listing initiation or threatening of the Class A ordinary shares on the Nasdaq any proceedings for any such purposes, shall have occurred; and;
(viv) there Axxx shall have been no amendmentadopted and filed with the Secretary of State of the State of Delaware each of the Amended and Restated SPAC Certificate of Incorporation (as defined in the Business Combination Agreement) and the Certificate of Designation, waiver, or modification to any Other Subscription Agreement on or prior to and each of the Closing that benefits such Other Investors (other than terms particular to Amended and Restated SPAC Certificate of Incorporation and the regulatory requirements Certificate of such Other Investors or related funds) unless the Investor has been offered substantially similar benefits in writing.Designation shall have become effective;
Appears in 1 contract
Samples: Subscription Agreement (Anzu Special Acquisition Corp I)
Closing Conditions. a. In addition to the conditions to Closing set forth in Section 2, the The obligation of the parties hereto to consummate the Closing issuance, purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Datefollowing conditions:
(ia) no suspension of there shall not be in force any injunction or order enjoining or prohibiting the qualification issuance and sale of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurredunder this Subscription Agreement;
(ii) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition on consummations of the transactions contemplated hereby; and
(iiib) all conditions precedent to the closing of the Transaction Closing under the Transaction Business Combination Agreement shall have been satisfied or waived, waived (as determined by the parties to the Business Combination Agreement and other than those conditions under the Transaction Business Combination Agreement which, by their nature, are to be satisfied fulfilled at or substantially contemporaneously with the Transaction Closing.
b. The obligation closing of the Company to consummate the Closing is also subject to the satisfaction or waiver by the Company of the conditions that: Transaction);
(c) (i) all solely with respect to the Investor’s obligation to close, the representations and warranties of made by Issuer, and (ii) solely with respect to Issuer’s obligation to close, the Investor contained representations and warranties made by the Investor, in each case, in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date other than (except for x) those representations and warranties qualified by materiality, Material Adverse Effect or similar qualification, which shall be true and correct in all respects as of such Closing Date and (y) those representations and warranties expressly made as of a specific an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are or, if qualified as to materiality or by materiality, Material Adverse EffectEffect or similar qualification, which representations and warranties shall be true in all respects) as of such date), and in each case without giving effect to the consummation of the Closing shall constitute a reaffirmation by Transactions;
(d) (i) solely with respect to the Investor of each of Investor’s obligation to purchase the representations and warranties of the Investor contained in Committed Shares pursuant to this Subscription Agreement as of the Closing Date Agreement, Issuer shall have performed, satisfied and (ii) complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of the Investor conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date Closing, and (ii) solely with respect to the Issuer’s obligation to issue and sell the Shares pursuant to this Subscription Agreement, Investor shall have been performed in all material respects.
c. The obligation of the Investor to consummate the Closing is also subject to the satisfaction or waiver by the Investor of the conditions that:
(i) all representations performed, satisfied and warranties of the Company contained in this Subscription Agreement shall be true and correct complied in all material respects (other than representations with all covenants, agreements and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date;
(ii) all obligations, covenants and agreements of the Company conditions required by this Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed in all material respectsClosing;
(iiie) no amendment of solely with respect to the Transaction Agreement (as Investor’s obligation to purchase the same exists on the date hereof) shall have occurred that would reasonably be expected Committed Shares pursuant to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;
(iv) no suspension , none of the qualification Issuer or any of the Company’s Class A ordinary shares for offering its affiliates shall have entered into any Other Subscription Agreement with a lower Per Share Purchase Price or sale other terms (economic or trading otherwise) more favorable in any jurisdictionmaterial respect to such Other Investor than as set forth in this Subscription Agreement other than any other agreement contemplated by the Business Combination Agreement, and no suspension or removal from listing of the Class A ordinary shares on the Nasdaq shall have occurred; and
(v) there shall not have been no any amendment, waiver, waiver or modification to any Other Subscription Agreement on or prior to the Closing that materially benefits such any Other Investors (other than terms particular to the regulatory requirements of such Other Investors or related funds) Investor unless the Investor has been offered substantially similar benefits in writingthe same benefit.
Appears in 1 contract
Samples: Subscription Agreement (Worldwide Webb Acquisition Corp.)
