Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions: (a) No Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect that makes the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions. (b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect. (c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closing. (d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933. (e) The Company Stockholder Approvals shall have been obtained. (f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof. (g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq. (h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 3 contracts
Samples: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.)
Condition to the Obligations of the Parties. The obligations of all of the parties Parties to consummate the transactions contemplated by this Agreement Merger and the Transactions are subject to the satisfaction or written (or, if permitted by applicable Law, waiver (where permissibleby the Party for whose benefit such condition exists) by Parent and the Company of all the following conditions:
(a) No Authority shall have enacted, issued, promulgated, enforced or entered All filings and other notifications required to be made under any Antitrust Law or Order which is then in effect that makes for the consummation of the transactions contemplated by this Agreement illegal hereby, if any, shall have been made, all waiting periods relating thereto (including all extensions thereof) shall have expired or otherwise prohibits been terminated, and all clearances, authorizations, actions, non-actions, or other consents required from an Authority under any Antitrust Law for the consummation of such transactionsthe transactions contemplated hereby shall have been received or obtained.
(b) each consentNo Authority shall have issued any Order, approval or authorization have pending before it a proceeding for the issuance thereof, and there shall not be any provision of any Authority required applicable Law restraining or prohibiting the consummation of Parentthe Closing, the ownership by the Acquirer of the Target Company’s Equity Interests, the effectiveness of any merger contemplated hereby, or the effective operation of the Business by the Target Company or any of their respective Subsidiaries to consummate after the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There Closing Date. In addition, there shall not be any Action commenced or asserted in writing (and not orally) brought by any Authority a third-party non-Affiliate to enjoin or otherwise materially restrict the consummation of the Closing.
(c) Target Company shall have obtained stockholder approval for the Merger.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation Each of the Merger or (ii) shall be otherwise exempt from Acquirer Proposals have been approved by the provisions stockholders of Rule 419 promulgated under the Securities Act of 1933Acquirer.
(e) The Company Stockholder Approvals shall have been obtainedBoard of Directors of Acquirer will be constituted as set forth in Section 2.8.
(f) Each of the Parent Proposals Acquirer shall have been approved at received the Parent Stockholder Meeting or at any adjournment or postponement thereofFairness Opinion.
(g) Parent’s initial listing application with Nasdaq The Amendment to the Certificate of Incorporation of Acquirer, in connection with the transactions contemplated by this Agreement form attached hereto as Exhibit C, shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaqfiled with, and Parent shall not have received any notice declared effective by, the Delaware Secretary of non-compliance therewith, and the Merger Consideration State.
(h) The Exchange Shares shall have been approved for listing on NasdaqNYSE American.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 2 contracts
Samples: Merger Agreement (Isoray, Inc.), Merger Agreement (Isoray, Inc.)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority The Purchaser Stockholder Matters shall have enactedbeen approved and adopted by the requisite affirmative vote of the stockholders of the Purchaser in accordance with the Proxy Statement, issuedthe DGCL, promulgated, enforced or entered any Law or Order which is then in effect that makes the transactions contemplated by Purchaser Organizational Documents and the rules and regulations of Nasdaq. The sole stockholder of the Merger Sub shall have approved this Agreement illegal or otherwise prohibits consummation of such transactionsand the Merger.
(b) each consent, approval or authorization No provisions of any applicable Law, and no Order shall restrain or prohibit or impose any condition on the consummation of the Closing;
(c) There shall not be any Action brought by any governmental Authority required to enjoin or otherwise restrict the consummation of Parent, the Company or any Closing;
(d) Each of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) Voting Agreement and the Registration Rights Agreement shall have been obtained entered into and the same shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) ParentPurchaser’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement hereby shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq, subject to completion of the Merger.
(f) This Agreement and the Merger shall have been approved and adopted by the requisite affirmative vote of the Stockholders in accordance with the DGCL and the Company’s organizational documents, and none of the Stockholders shall have exercised dissenter’s rights with respect to any of their securities in the Company.
(g) The Bayer License Agreement shall have been entered into and the same shall be in full force and effect, subject to completion of the Merger.
(h) The Form S-4 shall have become effective As of the Effective Time and after distribution of the Trust Account pursuant to Section 6.6 and deducting all amounts to be paid pursuant to (i) the valid exercise of redemption rights in accordance with the provisions of Trust Account and the Securities ActPurchaser Organizational Documents, no stop order suspending (ii) the effectiveness of Deferred Underwriting Discount, and (iii) and the Form S-4 transaction fees, costs and expenses paid or to be paid in connection with the transactions contemplated by this Agreement, the Purchaser shall have been issued by the SEC that remains cash on hand equal to or in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawnexcess of $40,000,000.
Appears in 2 contracts
Samples: Merger Agreement (Vincera Pharma, Inc.), Merger Agreement (LifeSci Acquisition Corp.)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction satisfaction, or written the waiver (where permissible) by Parent at the discretion of both Purchaser and the Company Company, of all of the following further conditions:
(a) No Authority provisions of any applicable Law, and no Order shall have enactedrestrain or prohibit, issuedor impose any condition on, promulgated, enforced or entered any Law or Order which is then in effect that makes the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions.Closing;
(b) each consent, approval or authorization The Merger shall have been completed and the Certificate of any Authority required Merger evidencing the merger of Parent, Merger Sub with and into the Company or any shall have been received from the Registrar of their respective Subsidiaries to consummate Companies in the Cayman Islands;
(c) The required stock exchange and regulatory review (including SEC and Nasdaq) has been completed, and all governmental approvals required for the Merger set out on Schedule 9.1(b) shall have been obtained and the Purchaser’s Units, Purchaser’s Ordinary Shares (including the Purchaser Merger Shares) and Purchaser’s Warrants shall continue to be in full force and effect.listed for trading on Nasdaq;
(cd) There shall not be any Action brought, commenced or asserted in writing (and not orally) threatened by any governmental Authority or other Person to enjoin enjoin, challenge, interfere with or otherwise materially restrict the consummation of the Closing.;
(de) Parent Purchaser Shareholder Approval for the Merger;
(if) Prior to or at the Closing, before consummation of any Investment (or any other investment in the Purchaser’s securities) after giving effect distribution of the Trust Account pursuant to Section 6.6, deducting all amounts to be paid pursuant to the Purchaser Share Redemption, Purchaser shall have unrestricted cash on hand (“Unrestricted Cash”) of not less than $5,000,000 before payment or deduction of any redemption of shares of Parent Common Stock in connection costs and expenses incurred with respect to the transactions contemplated by this Agreement Agreement. In no event shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting Company’s cash position prior to or at any adjournment or postponement thereofClosing be less than the minimum required balance under applicable Securities Exchange Act and Nasdaq Regulations concerning Special Purpose Acquisition Companies.
(g) Parent’s initial listing application with Nasdaq in connection with Each of the transactions contemplated by this Agreement directors and officers of Purchaser, other than Xxxxx Xxxxx, Xxxxxxxx Xxxxxxx and Xxxxxx Xxxxxxx shall provide their resignations as officers and directors of Purchaser, effective at Closing, and the proposed new directors of the Purchaser shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaqappointed.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 2 contracts
Samples: Merger Agreement (Oak Woods Acquisition Corp), Merger Agreement (Oak Woods Acquisition Corp)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby, including the Merger.
(b) (i) all applicable waiting periods under the HSR Act with respect to the Merger shall have expired or been terminated, and (ii) each consent, approval or authorization of any Authority required of Parent, its Subsidiaries, or the Company or any of their respective Subsidiaries to consummate the Merger set out forth on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There No Authority shall not be any Action commenced have issued an Order or asserted in writing (enacted a Law, having the effect of prohibiting the Merger or making the Merger illegal, which Order or Law is final and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closingnon-appealable.
(d) Parent (i) after After giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement Agreement, Parent shall have net tangible assets of at least $5,000,001 upon consummation (as determined in accordance with Rule 3a51-1(g)(1) of the Merger Exchange Act), except in the event that Parent’s amended and restated certificate of incorporation shall have been amended to remove such requirement prior to or (ii) shall be otherwise exempt from concurrently with the provisions of Rule 419 promulgated under the Securities Act of 1933Closing.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholders’ Meeting;
(f) The Company Stockholder Meeting or at any adjournment or postponement thereof.Approval shall have been obtained;
(g) Parent’s initial listing application with Nasdaq NYSE American or an Alternate Exchange, as applicable, in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of NasdaqNYSE American or an Alternate Exchange, as applicable, including the financial conditions for such approval, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on NasdaqNYSE American or an Alternate Exchange, as applicable.
(h) The Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 2 contracts
Samples: Merger Agreement (Clearday, Inc.), Merger Agreement (Viveon Health Acquisition Corp.)
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No There shall be no Order, statute, rule or regulations enjoining or prohibiting the consummation of the Merger; provided that the Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or issuing such Order which is then in effect that makes has jurisdiction over the parties hereto with respect to the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) The Registration Statement shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated become effective under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn.
(c) The Parent Shareholder Approval Matters that are submitted to the vote of the shareholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been approved by the requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents and applicable Law (the “Required Parent Shareholder Approval”).
(d) The Company Stockholder Written Consent shall have been obtained.
(e) All required filings under the HSR Act, and other applicable Antitrust Laws, shall have been completed and any applicable waiting period, any extensions thereof, and any commitments by the parties not to close before a certain date under a timing agreement entered into with a Governmental Authority shall have expired or otherwise been terminated.
Appears in 2 contracts
Samples: Merger Agreement (Scilex Holding Co), Merger Agreement (Scilex Holding Co)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect that makes the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions.
(bi) All applicable waiting periods under the HSR Act with respect to the Merger shall have expired or been terminated, and (ii) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) as may be reasonably agreed upon by the Parties after the date hereof shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after After giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement Agreement, Parent shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933Merger.
(e) The Company Stockholder Approvals Approval shall have been obtained.
(f) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 2 contracts
Samples: Merger Agreement (Goldenstone Acquisition Ltd.), Merger Agreement (Abri SPAC I, Inc.)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect that makes the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(ec) The Company Stockholder Approvals Approval shall have been obtained.
(fd) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(ge) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares Parent Common Stock shall have been approved for listing on Nasdaq.
(hf) The Form S-4 shall have become been declared effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 2 contracts
Samples: Merger Agreement (NaturalShrimp Inc), Merger Agreement (Yotta Acquisition Corp)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby, including the Merger.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger that are set out forth on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any pending Action commenced or asserted in writing (and not orally) brought by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after After giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement Agreement, Parent shall have net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933Merger.
(e) The Company DLQ Parent Stockholder Approvals Approval shall have been obtained.
(f) DLQ Parent shall have transferred substantially all of the Intellectual Property assets Rebel AI, Inc. to the Company and all of the Intellectual Property assets of Fixel AI, Inc. to the Company.
(g) The Distribution shall be, in all respects, ready to be consummated as provided in this Agreement contemporaneously with the Closing of the Merger.
(h) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(gi) Parent’s initial listing application with Nasdaq NASDAQ in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of NasdaqNASDAQ, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaqthe NASDAQ Capital Market.
(hj) The Form S-4 shall have become effective for registration of the Merger Consideration Shares (including, without limitation, the Dividend Shares) in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 2 contracts
Samples: Merger Agreement (Abri SPAC I, Inc.), Merger Agreement (Logiq, Inc.)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby, including the Merger.
(bi) All applicable waiting periods, if any, under the HSR Act with respect to the Merger shall have expired or been terminated, and (ii) each consent, approval or authorization of any Authority required of Parent, its Subsidiaries, or the Company or any of their respective Subsidiaries to consummate the Merger set out forth on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There No Authority shall not be any Action commenced have issued an Order or asserted in writing (enacted a Law, having the effect of prohibiting the Merger or making the Merger illegal, which Order or Law is final and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closingnon-appealable.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement The Company Stockholder Approval shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.been obtained;
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.Shareholder Meeting;
(gf) Parent’s initial listing application with Nasdaq or an Alternate Exchange, as applicable, in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of NasdaqNasdaq or an Alternate Exchange, as applicable, and Parent shall not have received any notice of non-compliance therewith, and the shares comprising the Aggregate Merger Consideration Shares shall have been approved for listing on NasdaqNasdaq or an Alternate Exchange, as applicable.
(hg) The Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
(h) After giving effect to the transactions contemplated hereby, Parent shall (i) have at least US $5,000,001 of net tangible assets (as determined in accordance with rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time or (ii) be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act.
Appears in 2 contracts
Samples: Merger Agreement (Aerkomm Inc.), Merger Agreement (IX Acquisition Corp.)
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law, and no Order shall have enacted, issued, promulgated, enforced prohibit or entered prevent the consummation of the Closing.
(b) Any waiting period (and any Law or Order which is then in effect that makes extension thereof) under the HSR Act relating to the transactions contemplated by this Agreement illegal shall have expired or otherwise prohibits consummation of such transactionsbeen terminated.
(bc) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the The Reincorporation Merger set out on Schedule 9.1(b) shall have been obtained consummated and the applicable certificates and documents filed and registered in the appropriate jurisdictions.
(d) The SEC shall have declared the Registration Statement effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued.
(e) The Escrow Agreement shall have been entered into and shall be in full force and effect.
(cf) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority The Parent Stockholder Approval Matters that are submitted to enjoin or otherwise materially restrict the consummation vote of the Closing.
(d) Parent (i) after giving effect to any redemption of shares stockholders of Parent Common Stock at the Parent Special Meeting in connection accordance with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals Proxy Statement and Parent’s Organizational Documents shall have been approved by the requisite vote of the stockholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Stockholder Meeting or at any adjournment or postponement thereofApproval”).
(g) Parent’s initial listing application with Nasdaq in connection with This Agreement and the transactions contemplated by this Agreement hereby and thereby, including the Acquisition Merger, shall have been conditionally authorized and approved and, immediately following by the Effective Time, Parent shall satisfy any applicable initial Company and continuing listing requirements by the holders of Nasdaq, and Parent shall not have received any notice shares of non-compliance therewith, and Company Stock constituting the Merger Consideration Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective Requisite Company Vote in accordance with the provisions Delaware Law and the Company’s certificate of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect incorporation and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawnby-laws.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Merger are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority no provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions.the Transactions;
(b) each consent, consent or approval or authorization of required to be obtained from any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out forth on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.obtained;
(c) There there shall not be any Action commenced or asserted in writing (and not orally) brought by any governmental Authority to enjoin or otherwise materially restrict the consummation of the Closing.Transactions;
(d) Parent (i) after giving effect shall not have redeemed the Parent Class A Shares in an amount that would cause Parent to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least less than $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933Merger.
(e) The Company Stockholder Approvals the Form S-4 shall have become effective in accordance with the provisions of the Securities Act and no stop order shall have been obtained.issued by the SEC and shall remain in effect with respect to the Form S-4, and no proceeding seeking such a stop order shall have been initiated by the SEC and remain pending;
(f) Each of the Parent Proposals shall have been duly approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.Meeting;
(g) The Company Stockholder Approval shall have been obtained;
(h) The Parent Board shall be constituted as set forth in Section 2.7; and
(i) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Closing Payment Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties Parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced prohibit or entered any Law or Order which is then in effect that makes prevent the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and brought by a third party that is not orally) by any Authority an Affiliate of the Parties hereto to enjoin or otherwise materially restrict the consummation of the Closing.
(c) All consents, approvals and actions of, filings with and notices to any Governmental Authority required to consummate the Transactions, including without limitation, the CSRC Filing Notice, shall have been made or obtained.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement The SEC shall have net tangible assets of at least $5,000,001 upon consummation declared the Registration Statement effective, and no stop order suspending the effectiveness of the Merger Registration Statement or (ii) any part thereof shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933have been issued.
(e) The Company Four Leaf Stockholder Approvals Approval Matters that are submitted to the vote of the stockholders of Four Leaf at the Four Leaf Special Meeting in accordance with the Proxy Statement/Prospectus and Four Leaf’s Organizational Documents shall have been obtainedapproved by the requisite vote of the stockholders of Four Leaf at the Four Leaf Special Meeting in accordance with Four Leaf’s Organizational Documents, applicable Law and the Proxy Statement/Prospectus (the “Required Four Leaf Stockholder Approval”).
(f) Each This Agreement, the Merger 1 Certificate of Merger, the Parent Proposals Merger 2 Certificate of Merger and the Transactions, including Merger 1 and Merger 2, shall have been authorized and approved at by the Parent Stockholder Meeting or at any adjournment or postponement thereofholders of Pubco Shares constituting the Requisite Pubco Vote in accordance with the Cayman Companies Act and Pubco’s Organizational Documents.
(g) ParentAll required filings under the HSR Act, and other applicable anti-trust Laws, shall have been completed and any applicable waiting period, any extensions thereof, and any commitments by the Parties not to close before a certain date under a timing agreement entered into with a Governmental Authority shall have expired or otherwise been terminated.
(h) As of the Closing, Four Leaf shall have at least $5,000,001 in net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act).
(i) Pubco’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement Transactions shall have been conditionally approved and, immediately following the Effective TimeClosing, Parent Pubco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, Nasdaq and Parent Pubco shall not have received any notice of non-compliance therewith, and (ii) the shares issued as Four Leaf Merger Consideration Shares shall have been conditionally approved for listing on Nasdaq, subject to official notice of issuance.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby, including the Merger.
(b) each consent, approval or authorization of any Governmental Authority required of Parent, its Subsidiaries, or the Company or any of their respective Subsidiaries to consummate the Merger set out forth on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There No Governmental Authority shall not be any Action commenced have issued an Order or asserted in writing (enacted a Law, having the effect of prohibiting the Merger or making the Merger illegal, which Order or Law is final and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closingnon-appealable.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement The Company Stockholder Approval shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.been obtained;
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.;
(f) The Extension Proposal shall have been approved by Parent’s stockholders;
(g) Parent’s initial listing application with Nasdaq NASDAQ in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of NasdaqNASDAQ, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on NasdaqNASDAQ.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
(i) The parties shall have obtained the directors’ and officers’ liability insurance for Parent and the Company pursuant to Section 8.4(b).
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced prohibit or entered any Law or Order which is then in effect that makes prevent the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and brought by a third party that is not orally) by any Authority an Affiliate of the parties hereto to enjoin or otherwise materially restrict the consummation of the Closing.
(dc) Parent (i) after giving effect All consents, approvals and actions of, filings with and notices to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with Governmental Authority required to consummate the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaqmade or obtained.
(hd) The Form S-4 SEC shall have become effective in accordance with declared the provisions of the Securities ActRegistration Statement effective, and no stop order suspending the effectiveness of the Form S-4 Registration Statement or any part thereof shall have been issued by issued.
(e) The Parent Party Shareholder Approval Matters that are submitted to the SEC that remains vote of the shareholders of Parent at the Parent Special Meeting in effect accordance with the Proxy Statement/Prospectus and no proceeding seeking such a stop order Parent’s Organizational Documents shall have been initiated approved by the SEC requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent Parties’ Organizational Documents, applicable Law and the Proxy Statement/Prospectus (the “Required Parent Shareholder Approval”).
(f) This Agreement, the Reincorporation Plan of Merger, the Plan of Merger and the transactions contemplated hereby and thereby, including the Acquisition Merger, shall have been authorized and approved by the holders of Company Ordinary Shares constituting the Requisite Company Vote in accordance with the Cayman Companies Act and the Company’s Organizational Documents.
(g) Any required filings under the HSR Act, and other applicable anti-trust laws, shall have been completed and any applicable waiting period, any extensions thereof, and any commitments by the parties not withdrawnto close before a certain date under a timing agreement entered into with a Governmental Authority shall have expired or otherwise been terminated.
(h) In the event that a redemption limitation amendment (including articles 37.2 and 37.6 of the amended and restated articles of association of the Parent) is not approved by the Parent’s shareholders at the Parent Special Meeting, the Purchaser shall have at the Closing, after giving effect to the transactions contemplated by this Agreement, a net tangible assets of at least $5,000,001 on a consolidated basis (as calculated in accordance with Rule 3a51-1(g)(1) of the Exchange Act).
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by the Parent and the Company of all the following conditions:
(a) No Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Order which that is then in effect that makes and which has the effect of making any of the transactions or agreements contemplated by this Agreement illegal or which otherwise prevents or prohibits consummation of such transactionsany of the transactions contemplated by this Agreement.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing Any waiting period (and not orallyany extension thereof) by under any Authority applicable Antitrust Laws relating to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have expired or been terminated.
(c) The Redomestication Merger shall have been consummated and the applicable certificates and documents filed and registered in the appropriate jurisdictions, and prior to the Closing, the Purchaser shall have amended and restated its Organizational Documents to be in substantially the form of the Amended Purchaser Organizational Documents and the Name Change shall have been completed.
(d) The SEC shall have declared the Registration Statement effective and shall remain effective as of the Closing. No stop Order or similar Order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued.
(e) The Parent Stockholder Approval Matters that are submitted to the vote of the stockholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been approved by the requisite vote of the stockholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Stockholder Approval”).
(f) In the event that the Redemption Limitation Amendment is not approved by the Parent’s stockholders at the Parent Special Meeting, the Purchaser shall have upon the consummation of the Closing, after giving effect to the transactions contemplated by this Agreement and the Closing Redemption and any Transaction Financing, net tangible assets of at least $5,000,001 upon consummation on a consolidated basis (as calculated in accordance with Rule 3a51-1(g)(1) of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereofExchange Act).
(g) Parent’s initial listing application with Nasdaq in connection with This Agreement and the transactions contemplated by this Agreement hereby and thereby, including the Share Exchange, shall have been conditionally authorized and approved and, immediately following by the Effective Time, Parent Company and by the holders of Company Shares constituting the Requisite Company Vote (whether at a meeting of shareholders or by written consent in lieu thereof) in accordance with BVI Law and the Company’s Organizational Documents.
(h) The Company shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice copies of non-compliance therewiththe Employment Agreements for the Key Employees, duly executed by the Purchaser and each of the Key Employees, in each case effective as of the Closing, in form and substance reasonably acceptable to Parent and the Merger Company.
(i) The Purchaser Parties and the Company Group, taken together, shall have at least Five Million U.S. Dollars ($5,000,000) in cash and cash equivalents as of the Closing, including funds remaining the Trust Account (after giving effect to the completion and payment of the Closing Redemption) and the proceeds of any Transaction Financing and the cash and cash equivalents of the Company Group as of the Closing, but prior to giving effect to the payment of unpaid transaction expenses or other Liabilities of the parties due at the Closing.
(j) The Purchaser Ordinary Shares shall remain listed on Nasdaq and the additional listing application for the Exchange Consideration Shares shall have been approved for listing on by Nasdaq.
(h) The Form S-4 shall have become effective in accordance with the provisions . As of the Securities ActClosing Date, no stop order suspending the effectiveness Purchaser Parties shall not have received any written notice from Nasdaq that the Parent (or after the Redomestication Merger, the Purchaser) has failed, or would reasonably be expected to fail to meet the Nasdaq listing requirements as of the Form S-4 shall have Closing Date for any reason, where such notice has not been issued subsequently withdrawn by Nasdaq or the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawnunderlying failure appropriately remedied or satisfied.
Appears in 1 contract
Samples: Business Combination Agreement (Inception Growth Acquisition LTD)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company all of such parties of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then be in effect that makes restraining, prohibiting or imposing any condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby, including the Merger.
(b) each Each consent, approval or authorization of any Authority required of Parent, its Subsidiaries, or the Company or any of their respective Subsidiaries to consummate the Merger set out forth on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There No Authority shall not be any Action commenced have issued an Order or asserted in writing (enacted a Law, having the effect of prohibiting the Merger or making the Merger illegal, which Order or Law is final and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closingnon-appealable.
(d) The Company Shareholder Approval shall have been obtained.
(e) Parent shall (i) after giving effect to any redemption of shares of Parent Common Stock Class A Ordinary Shares in connection with the transactions contemplated by this Agreement shall Agreement, have net tangible assets of at least $5,000,001 upon consummation (as determined in accordance with Rule 3a51-1(g)(1) of the Merger Exchange Act) or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtainedAct.
(f) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereofShareholder Meeting.
(g) Parent’s initial listing application with Nasdaq or an Alternate Exchange, as applicable, in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of NasdaqNasdaq or an Alternate Exchange, as applicable, and Parent shall not have received any notice of non-compliance therewith, and the shares comprising the Aggregate Merger Consideration Consideration, the Earnout Shares and any shares issued in connection with a PIPE Financing, as applicable, shall have been approved for listing on NasdaqNasdaq or an Alternate Exchange, as applicable.
(h) The Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Merger are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsAgreement.
(b) each consent, Each consent or approval or authorization of required to be obtained from any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and each applicable waiting period or consent or approval under the HSR Act shall be in full force and effecthave expired, been terminated or obtained (or deemed, by applicable Law, to have been obtained), as applicable.
(c) There shall not be any Action commenced or asserted in writing (and not orally) brought by any governmental Authority to enjoin or otherwise materially restrict the consummation of the Closingtransactions contemplated by this Agreement.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation Each of the Merger or (ii) shall be otherwise exempt from Parent Stockholder Approval and the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals Approval shall have been obtained.
(fe) Each Within 30 days after the date of this Agreement, (i) the Company shall have delivered to Parent the Company Disclosure Letter, in form and substance reasonably satisfactory to Parent, and (ii) Parent shall have delivered to the Company the Parent Proposals shall have been approved at Disclosure Letter, in form and substance reasonably satisfactory to the Parent Stockholder Meeting or at any adjournment or postponement thereofCompany.
(gf) Parent’s initial listing application with Nasdaq the Stock Exchange in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaqthe Stock Exchange, and Parent shall not have received any notice of non-compliance therewith, and the Merger PubCo Common Stock issued as the Closing Share Consideration Shares shall have been approved for listing on Nasdaqthe Stock Exchange.
(hg) The Form S-4 Aggregate Transaction Closing Cash shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect be sufficient to pay Transaction Expenses and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawnmeet Parent’s other financial obligations.
Appears in 1 contract
Samples: Business Combination Agreement (Altitude Acquisition Corp.)
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law, and no Order shall have enacted, issued, promulgated, enforced prohibit or entered any Law or Order which is then in effect that makes prevent the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and brought by a third party that is not orally) by any Authority an Affiliate of the parties hereto to enjoin or otherwise materially restrict the consummation of the Closing.
(dc) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement The Reincorporation Merger shall have net tangible assets of at least $5,000,001 upon consummation of been consummated and the Merger or (ii) shall be otherwise exempt from applicable certificates filed in the provisions of Rule 419 promulgated under the Securities Act of 1933appropriate jurisdictions.
(ed) The Company Stockholder Approvals SEC shall have been obtained.
(f) Each of declared the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no Registration Statement effective. No stop order suspending the effectiveness of the Form S-4 Registration Statement or any part thereof shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn.
(e) The Parent Shareholder Approval Matters that are submitted to the vote of the shareholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been approved by the requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Shareholder Approval”).
(f) This Agreement, the Plan of Merger and the transactions contemplated hereby and thereby, including the Reincorporation Merger and the Acquisition Merger, shall have been authorized and approved by the holders of Company Shares constituting the Requisite Company Vote in accordance with the Cayman Companies Act and the Company’s Organizational Documents.
(g) Immediately after the Closing, the Parent shall have in excess of $5,000,000 in net tangible assets.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby, including the Merger.
(bi) All applicable waiting periods, if any, under the HSR Act with respect to the Merger shall have expired or been terminated, and (ii) each consent, approval or authorization of any Authority required of Parent, its Subsidiaries, or the Company or any of their respective Subsidiaries to consummate the Merger set out forth on Schedule 9.1(b10.1(b) shall have been obtained and shall be in full force and effect.
(c) There No Authority shall not be any Action commenced have issued an Order or asserted in writing (enacted a Law, having the effect of prohibiting the Merger or making the Merger illegal, which Order or Law is final and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closingnon-appealable.
(d) Parent (i) after giving effect to any redemption Each of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement Acquirer and Merger Sub shall have net tangible assets of at least $5,000,001 upon consummation of the Merger been formed or (ii) incorporated and shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.have executed a joinder to this Agreement;
(e) The Company Stockholder Approvals Shareholder Approval shall have been obtained.;
(f) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.Shareholder Meeting;
(g) ParentAcquirer’s initial listing application with Nasdaq or an Alternate Exchange, as applicable, in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent Acquirer shall satisfy any applicable initial and continuing listing requirements of NasdaqNasdaq or an Alternate Exchange, as applicable, and Parent Acquirer shall not have received any notice of non-compliance therewith, and the shares comprising the Merger Consideration Shares shall have been approved for listing on NasdaqNasdaq or an Alternate Exchange, as applicable.
(h) The Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
(i) Certain Company Shareholders shall have entered into and delivered to Parent a lock-up agreement, substantially in the form attached hereto as Exhibit D (the “Lock-Up Agreement”), pursuant to which each such Company Shareholder has agreed to a lock up on the Acquirer Ordinary shares held by such holder, as further provided in the Lock-Up Agreement.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions.hereby, including the Mergers;
(b) each consent, approval or authorization of any Authority required of Parent, all applicable waiting periods under the Company or any of their respective Subsidiaries HSR Act with respect to consummate the First Merger set out on Schedule 9.1(b) shall have expired or been obtained and shall be in full force and effect.terminated;
(c) There No Authority shall not be any Action commenced have issued an Order or asserted in writing (enacted a Law, having the effect of prohibiting the Mergers or making the Mergers illegal, which Order or Law is final and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.non-appealable;
(d) Parent (i) after After giving effect to any redemption of shares of Parent Class A Common Stock in connection with the transactions contemplated by this Agreement Agreement, Parent shall have net tangible assets of at least $5,000,001 (computed in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately prior to or upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.First Merger;
(e) The Company Stockholder Approvals Approval shall have been obtained.;
(f) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.Meeting;
(g) The Extension Proposal shall have been approved by Parent’s stockholders;
(h) Parent’s initial listing application with Nasdaq NASDAQ Capital Market in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the First Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of NasdaqNASDAQ Capital Market, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq.NASDAQ Capital Market, subject only to (i) the requirement to have a sufficient number of round lot holders and (ii) official notice of listing;
(hi) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn;
(j) All outstanding loans (other than the Company’s debt facility with East West Bank) or preferred equity instruments existing in the Company’s capital structure (other than the Company Preferred Stock) shall be repaid or are agreed to be repaid (including as described in Section 3.11) or converted into shares of Company Common Stock immediately prior to the Closing; and
(k) The Post-Closing D&O Policy shall have been obtained.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (EdtechX Holdings Acquisition Corp. II)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby, including the Merger.
(bi) All applicable waiting periods, if any, under the HSR Act with respect to the Merger shall have expired or been terminated, and (ii) each consent, approval or authorization of any Authority required of Parent, its Subsidiaries, or the Company or any of their respective Subsidiaries to consummate the Merger set out forth on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There No Authority shall not be any Action commenced have issued an Order or asserted in writing (enacted a Law, having the effect of prohibiting the Parent Merger or the Merger or making the Parent Merger or the Merger illegal, which Order or Law is final and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closingnon-appealable.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement The Company Shareholder Approval shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.been obtained;
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.Meeting;
(gf) Parent’s Holdings’ initial listing application with Nasdaq Nasdaq, as applicable, in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent and Holdings shall satisfy any applicable initial and continuing listing requirements of Nasdaq, as applicable, and neither Parent nor Holdings shall not have received any notice of non-compliance therewith, and the shares comprising the Aggregate Merger Consideration Shares shall have been approved for listing on Nasdaq, as applicable.
(hg) The Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company Alps Holdco of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby, including the Mergers.
(b) (i) all applicable waiting periods under the HSR Act with respect to the Merger shall have expired or been terminated, and (ii) each consent, approval or authorization of any Authority required of Parent, the Company Pubco, Merger Sub, Alps Holdco or any of their respective Subsidiaries to consummate the Merger Mergers that are set out forth on Schedule 9.1(b10.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any pending Action commenced or asserted in writing (and not orally) brought by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after After giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement Agreement, Parent shall have net tangible assets of at least $5,000,001 immediately prior to, and Pubco shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933Mergers.
(e) The Company Stockholder Approvals Alps Holdco Shareholder Approval shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereofMeeting.
(g) ParentPubco’s initial listing application with Nasdaq NASDAQ in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent Pubco shall satisfy any applicable initial and continuing listing requirements of NasdaqNASDAQ, and Parent Pubco shall not have received any notice of non-compliance therewith, and the Reincorporation Merger Consideration Surviving Company Ordinary Shares and the Reincorporation Merger Surviving Company Warrants shall have been approved for listing on NasdaqNASDAQ.
(h) The Form S-4 F-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 F-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law, and no Order shall prohibit or impose any condition on the consummation of the Closing.
(b) There shall not be any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.
(c) Purchaser’s shareholders shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect that makes approved the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsin accordance with its organizational documents.
(bd) each consent, The Company shall have obtained approval or authorization of any Authority required the transactions contemplated by this Agreement from its Shareholders holding an aggregate of Parent, at least 70% of all voting rights attached to all issued shares of the Company or any for the time being that are entitled to vote on the transactions contemplated by this Agreement.
(e) Each of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) Additional Agreements shall have been obtained entered into and the same shall be in full force and effect.
(cf) There Purchaser shall not be have at least US$15,000,000 in cash in its Trust Account and/or from any Action commenced new equity financing (the “New Equity Financing”) after taking into account all shareholder redemptions. For the avoidance of doubt, such amount shall exclude any amount payable by the Company for shareholder redemptions.
(g) The Company shall procure equity financing of at least US$10,000,000 from Insiders at the same or asserted in writing approximately the same price as other investors of the New Equity Financing (and not orallythe “Company Financing” and, together with the New Equity Financing, the “Equity Financing”), on the terms reasonably acceptable to the Purchaser.
(h) by any Authority The Company shall convert all of its Shares into Company Ordinary Shares prior to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after giving effect The Company shall buy back 200,000 Purchaser Ordinary Shares from Ace Global Investment Limited at US$10.00 per Purchaser Ordinary Share on the consummation of the Closing using the excess funds in the trust account, which shall be subsequently cancelled or held in treasury.
(j) The Company shall ensure that, immediately prior to any redemption Closing, Xxxxx Xxx Xx Xxx, directly or indirectly through Voodoo Enterprise Limited, holds a number of shares of Parent Common Stock in connection with Company Ordinary Shares that, once exchanged at Closing for Purchaser Ordinary Shares pursuant to the transactions contemplated by this Agreement (including any Equity Financing), shall have net tangible assets of at least $5,000,001 upon consummation equal ten percent (10%) or more of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933total outstanding Purchaser Ordinary Shares.
(ek) The Company Stockholder Approvals shall have been obtained.
increase its current employee equity incentive plan to ten percent (f10%) Each of the Parent Proposals shall have been approved at total outstanding shares of the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with Company for senior and mid-level management team immediately prior to the Closing of the transactions contemplated by this Agreement Agreement. For purposes of this Section 9.1(j), (i) the senior management team shall include the board of directors of the Company and those individuals identified in Schedule 9.2(i), and (ii) the mid-level management team shall include those individuals who report or are directly accountable to the senior management team. Notwithstanding the foregoing, the Company shall have been conditionally approved andthe discretion to determine, immediately following on a case-by-case basis, which individual shall be classified as senior management or mid-level management for the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements purpose of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaqthis section.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Samples: Share Exchange Agreement (Ace Global Business Acquisition LTD)
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law, and no Order shall have enacted, issued, promulgated, enforced prohibit or entered any Law or Order which is then in effect that makes prevent the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and brought by a third party that is not orally) by any Authority an Affiliate of the parties hereto to enjoin or otherwise materially restrict the consummation of the Closing.
(dc) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement The Reincorporation Merger shall have net tangible assets of at least $5,000,001 upon consummation of been consummated and the Merger or (ii) shall be otherwise exempt from applicable certificates filed in the provisions of Rule 419 promulgated under the Securities Act of 1933appropriate jurisdictions.
(ed) The Company Stockholder Approvals SEC shall have been obtained.
(f) Each of declared the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no Registration Statement effective. No stop order suspending the effectiveness of the Form S-4 Registration Statement or any part thereof shall have been issued by issued.
(e) The Parent Shareholder Approval Matters that are submitted to the SEC that remains vote of the shareholders of Parent at the Parent Special Meeting in effect accordance with the Proxy Statement and no proceeding seeking such a stop order Parent’s Organizational Documents shall have been initiated approved by the SEC requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and not withdrawnthe Proxy Statement (the “Required Parent Shareholder Approval”).
(f) This Agreement, the Plan of Merger and the transactions contemplated hereby and thereby, including the Reincorporation Merger and the Acquisition Merger, shall have been authorized and approved by the holders of Company Ordinary Shares constituting the Requisite Company Vote in accordance with the Cayman Companies Act and the Company’s memorandum and articles of association.
(g) Immediately after the Closing, the Parent shall have in excess of $5,000,000 in net tangible assets.
Appears in 1 contract
Samples: Merger Agreement (Model Performance Acquisition Corp)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby, including the Merger.
(b) (i) all applicable waiting periods under the HSR Act with respect to the Merger shall have expired or been terminated, and (ii) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger that are set out forth on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any pending Action commenced or asserted in writing (and not orally) brought by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after After giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement Agreement, Parent shall have net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933Merger.
(e) The Company Stockholder Approvals Approval shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereofMeeting.
(g) Parent’s initial listing application with Nasdaq NASDAQ in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of NasdaqNASDAQ, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Parent Common Stock and the PIPE Shares shall have been approved for listing on NasdaqNASDAQ.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced prohibit or entered any Law or Order which is then in effect that makes prevent the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and brought by a third party that is not orally) by any Authority an Affiliate of the parties hereto to enjoin or otherwise materially restrict the consummation of the Closing.
(dc) Parent (i) after giving effect All consents, approvals and actions of, filings with and notices to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger Governmental Authority or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with Authority required to consummate the transactions contemplated by this Agreement shall have been conditionally made or obtained.
(d) This Agreement, the Merger, and the transactions contemplated hereby and thereby shall have been authorized and approved andby the stockholders of Parent and consummated the applicable certificates and documents filed and registered in the appropriate jurisdictions.
(e) The SEC shall have declared the Registration Statement effective, and no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued.
(i) immediately following the Effective TimeClosing, Parent PubCo shall satisfy any applicable initial and continuing listing requirements of Nasdaq, the Nasdaq and Parent PubCo shall not have received any written notice of non-compliance therewith, and (ii) PubCo Common Shares to be issued in connection with the Merger Consideration Shares Transactions shall have been approved for listing on the Nasdaq, subject to official notice of issuance.
(g) The Parent Shareholder Approval Matters that are submitted to the vote of the stockholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement/Prospectus and Parent’s Organizational Documents shall have been approved by the requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement/Prospectus (the “Required Parent Stockholder Approval”).
(h) The Form S-4 Company shall have become effective in accordance with obtained the provisions of Requisite Company Shareholder Vote.
(i) All required filings under the Securities HSR Act, no stop order suspending the effectiveness of the Form S-4 and other applicable anti-trust laws, shall have been issued completed and any applicable waiting period, any extensions thereof, and any commitments by the SEC that remains in effect and no proceeding seeking such parties not to close before a stop order certain date under a timing agreement entered into with a Governmental Authority or any Authority shall have expired or otherwise been initiated by the SEC and not withdrawnterminated.
(j) The Available Closing Cash shall be no less than US$5,000,000.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law, and no Order shall have enacted, issued, promulgated, enforced prohibit or entered any Law or Order which is then in effect that makes prevent the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consentThere shall not be any Action brought by a third party that is not an Affiliate of the parties hereto that is reasonably likely to (i) cause any of the transactions to be rescinded following consummation, approval or authorization (ii) affect materially and adversely or otherwise encumber the title of any Authority required the shares of Parent, Purchaser Common Stock to be issued by Purchaser in connection with the Acquisition Merger or the right of the Company to own, operate or control any of their respective Subsidiaries the assets and operations of the Company following the Acquisition Merger, and no order, judgment, decree, stipulation or injunction to consummate the any such effect shall be in effect.
(c) The Reincorporation Merger set out on Schedule 9.1(b) shall have been obtained consummated and the applicable certificates filed in the appropriate jurisdictions.
(d) The SEC shall have declared the Registration Statement effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued.
(e) Each of the Additional Agreements and the amendments to the Warrant Agreement and Purchaser UPOs set forth in Sections 2.6(d) and (e) above, respectively, shall have been entered into and the same shall be in full force and effect.
(cf) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority The Parent Shareholder Approval Matters that are submitted to enjoin or otherwise materially restrict the consummation vote of the Closing.
(d) Parent (i) after giving effect to any redemption of shares shareholders of Parent Common Stock at the Parent Extraordinary General Meeting in connection accordance with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals Proxy Statement and Parent’s Organizational Documents shall have been approved by the requisite vote of the shareholders of Parent at the Parent Stockholder Extraordinary General Meeting or at any adjournment or postponement thereofin accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Shareholder Approval”).
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement Purchaser shall have been conditionally approved andat least $5,000,001 of net tangible assets immediately prior to or upon the Closing, immediately following after taking into account the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, net proceeds from the PIPE Transaction and the Merger Consideration Shares shall have been approved for listing on Nasdaqpayment of all amounts payable to the Converting Shareholders.
(h) The Form S-4 This Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby, including the Acquisition Merger, shall have become effective been authorized and approved by the holders of shares of Company Common Stock constituting the Requisite Company Vote in accordance with Delaware Law and the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawnCompany’s Organizational Documents.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No governmental Authority of competent jurisdiction shall have (i) enacted, issued, promulgated, enforced issued or entered promulgated any Law or Order which that is then in effect that makes and has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibits consummation which has the effect of such transactions.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin prohibiting or otherwise materially restrict prevent the consummation thereof or (ii) issued or granted any Order that is in effect and has the effect of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with making the transactions contemplated by this Agreement shall illegal or that has the effect of prohibiting or otherwise preventing the consummation thereof. No legal proceeding or investigation known to the parties to have net tangible assets of at least $5,000,001 upon consummation of the Merger been commenced by a governmental Authority and seeking any aforementioned Law or (ii) Order shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933pending.
(eb) The Company Stockholder Approvals All waiting periods (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act, if any, shall have expired or been terminated and any Governmental Approval applicable to the transactions contemplated by this Agreement required under any other Antitrust Laws, if any, shall have been obtained.
(fc) Each of the Parent Proposals The Purchaser Required Vote shall have been approved obtained at the Parent Purchaser Stockholder Meeting or at any adjournment or postponement thereofMeeting.
(gd) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement The Reorganization shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective completed in accordance with the provisions terms of this Agreement, which shall mean that (i) the Post Restructuring Structure diagram set forth on Annex A is true and correct and (ii) all relevant Reorganization steps set forth on Annex A have been completed, in each case in all material respects.
(e) The Purchaser shall have at least US$5,000,001 of net tangible assets upon consummation of the Securities ActClosing (which amount shall not include any amounts contributed by the Seller or by investors or financing introduced or procured by the Seller).
(f) The Purchaser CEO shall have executed an employment agreement with the Purchaser, no stop order suspending the effectiveness effective as of the Form S-4 Closing, unless at or prior to the Closing the Purchaser CEO shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawnbecome Incapacitated.
Appears in 1 contract
Samples: Share Exchange Agreement (Legacy Acquisition Corp.)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby, including the Merger.
(b) (i) all applicable waiting periods under the HSR Act with respect to the Merger shall have expired or been terminated, and (ii) each consent, approval or authorization of any Authority required of Parent, its Subsidiaries, or the Company or any of their respective Subsidiaries to consummate the Merger set out forth on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There No Authority shall not be any Action commenced have issued an Order or asserted in writing (enacted a Law, having the effect of prohibiting the Merger or making the Merger illegal, which Order or Law is final and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closingnon-appealable.
(d) Parent (i) after After giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement Agreement, Parent shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933Merger.
(e) The Company Stockholder Approvals Approval shall have been obtained.;
(f) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.Meeting;
(g) The Extension Proposal shall have been approved by Parent’s stockholders;
(h) Parent’s initial listing application with Nasdaq NYSE American in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of NasdaqNYSE American, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on NasdaqNYSE American.
(hi) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby, including the Merger.
(b) (i) All applicable waiting periods, if any, under the HSR Act with respect to the Merger shall have expired or been terminated, and (ii) each consent, approval or authorization of any Authority required of Parent, its Subsidiaries, or the Company or any of their respective Subsidiaries to consummate the Merger set out forth on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There No Authority shall not be any Action commenced have issued an Order or asserted in writing (enacted a Law, having the effect of prohibiting the Merger or making the Merger illegal, which Order or Law is final and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closingnon-appealable.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement The Company Stockholder Approval shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.been obtained;
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.Shareholder Meeting;
(gf) Parent’s initial listing application with Nasdaq or an Alternate Exchange, as applicable, in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of NasdaqNasdaq or an Alternate Exchange, as applicable, and Parent shall not have received any notice of non-compliance therewith, and the shares comprising the Aggregate Merger Consideration Shares shall have been approved for listing on NasdaqNasdaq or an Alternate Exchange, as applicable.
(hg) The Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority shall have enacted, issued, promulgated, enforced or entered provisions of any applicable Law or Order which that is then in effect that makes and which has the transactions contemplated by this Agreement effect of making the Closing illegal or which otherwise prohibits prohibit or prevent the consummation of such transactionsthe Closing.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) brought by any Authority Person to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(gc) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved by Nasdaq and, immediately following the Effective TimeMerger, the Parent shall Parties will satisfy any applicable initial and continuing listing requirements of Nasdaq.
(d) All consents, approvals and actions of, filings with and notices to any Authority required to consummate the transactions contemplated by this Agreement shall have been made or obtained.
(e) The Parent shall not have received any notice Shareholder Approval Matters that are submitted to the vote of non-compliance therewith, the shareholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and the Merger Consideration Shares Parent’s Organizational Documents shall have been approved for listing on Nasdaqby the requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Shareholder Approval”).
(f) This Agreement, the Plan of Acquisition Merger and the transactions contemplated hereby and thereby, including the Mergers, shall have been authorized and approved by the holders of Company Ordinary Shares constituting the Requisite Company Vote in accordance with the Companies Act and the Company’s memorandum and articles of association.
(g) Immediately after the Closing, the Parent Parties shall have in excess of $5,000,001 in net tangible assets (inclusive of the assets of the Company).
(h) The Form S-4 shall have become effective in accordance with All required filings under the provisions of the Securities HSR Act, no stop order suspending the effectiveness of the Form S-4 and other applicable anti-trust laws, shall have been issued completed and any applicable waiting period, any extensions thereof, and any commitments by the SEC that remains in effect and no proceeding seeking such parties not to close before a stop order certain date under a timing agreement entered into with a Authority shall have expired or otherwise been initiated by the SEC and not withdrawnterminated.
Appears in 1 contract
Samples: Merger Agreement (HHG Capital Corp)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No court, arbitrator or other Authority shall have enactedissued any judgment, issuedinjunction, promulgateddecree or Order, enforced or entered have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or Order which is then in effect that makes prohibiting the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing, the ownership by Purchaser of any of the Interest or the effective operation of the Business by the Company after the Closing Date.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) brought by any Authority a third-party non-Affiliate to enjoin or otherwise materially restrict the consummation of the Closing;
(c) The requisite majority of Purchaser’s stockholders shall have approved the Acquisition contemplated by this Agreement and the Purchaser Proposals in accordance with the provisions of Purchaser’s organizational documents and Delaware Law (“Purchaser Shareholder Approval”).
(d) Parent The Closing Payment Shares and the shares to be issued as part of the Cash Consideration shall have been approved for listing on Nasdaq.
(ie) after After giving effect to any redemption redemptions of shares of Parent Purchaser Common Stock in connection with the transactions contemplated by this Agreement Acquisition (the “Purchaser Stock Redemptions”), the Purchaser shall have net tangible assets of at least $5,000,001 upon the consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtainedAcquisition.
(f) Each of the Parent Proposals The Purchaser Stock Redemptions shall have been approved at completed in accordance with the Parent Stockholder Meeting or at any adjournment or postponement thereofterms hereof and the Proxy Statement.
(g) Parent’s initial listing application with Nasdaq The D&O Policy shall be in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial force and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaqfull effect.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 There shall have been issued by no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect on either Purchaser or the SEC that remains in effect and no proceeding seeking such Company, regardless of whether it involved a stop order shall have been initiated by the SEC and not withdrawnknown risk.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Opes Acquisition Corp.)
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced prohibit or entered any Law or Order which is then in effect that makes prevent the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and brought by a third party that is not orally) by any Authority an Affiliate of the parties hereto to enjoin or otherwise materially restrict the consummation of the Closing.
(dc) Parent (i) after giving effect All consents, approvals and actions of, filings with and notices to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with Governmental Authority required to consummate the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaqmade or obtained.
(hd) The Form S-4 SEC shall have become effective in accordance with declared the provisions of the Securities ActRegistration Statement effective, and no stop order suspending the effectiveness of the Form S-4 Registration Statement or any part thereof shall have been issued by issued.
(e) The Parent Party Shareholder Approval Matters that are submitted to the SEC that remains vote of the shareholders of Purchaser at the Purchaser Special Meeting in effect accordance with the Proxy Statement/Prospectus and no proceeding seeking such a stop order Purchaser’s Organizational Documents shall have been initiated approved by the SEC requisite vote of the shareholders of Purchaser at the Purchaser Special Meeting in accordance with Purchaser’s Organizational Documents, applicable Law and the Proxy Statement/Prospectus (the “Required Purchaser Shareholder Approval”).
(f) This Agreement, the Plan of Merger and the transactions contemplated hereby and thereby, including the Acquisition Merger, shall have been authorized and approved by the holders of Company Ordinary Shares constituting the Requisite Company Vote in accordance with the Cayman Companies Act and the Company’s Organizational Documents.
(g) All required filings under the HSR Act, and other applicable anti-trust laws, shall have been completed and any applicable waiting period, any extensions thereof, and any commitments by the parties not withdrawnto close before a certain date under a timing agreement entered into with a Governmental Authority shall have expired or otherwise been terminated.
(h) As of the Closing, Purchaser shall have at least $5,000,001 in net tangible assets.
(i) Each of Purchaser and Merger Sub shall have been formed and shall have executed a joinder agreement to this Agreement.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law, and no Order shall have enacted, issued, promulgated, enforced prohibit or entered impose any Law or Order which is then in effect that makes condition on the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consentThere shall not be any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.
(c) Parent shall have amended its Articles of Incorporation to authorize 300,000,000 shares of Common Stock, approval par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share (the “Parent Preferred Stock”) and shall designate 10,000,000 shares of Parent Preferred Stock as Series A Preferred Stock.
(d) The parties agree to leave the warrants as are currently disclosed in the Company’s public filings intact and to allow the warrants to be exercised to bring in circa $15,000,000 in equity capital.
(e) Parent shall have raised no less than $1,000,000 via the sale of its Series A Preferred Stock, or authorization via the sale of any Authority required common stock such sale shall be completed within 30 days of Parent, execution of this agreement.
(f) Each of the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) Additional Agreements shall have been obtained entered into and the same shall be in full force and effect.
(cg) There Parent shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict have received the consummation Financial Statements of the Closing.
(d) Target Company in form satisfactory to Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on NasdaqCompany.
(h) The Form S-4 Parties shall have become effective in accordance with received the provisions written consent of the Securities ActOrdinary Shareholders of Target Company in a form satisfactory to both the Parent Company and the Target Company, no stop order suspending authorizing the effectiveness exchange of the Form S-4 ordinary Shares of Target Company for shares of Parent Common Stock as set forth in Section 2.2.
(i) The holders of certain indebtedness of the Company in the principal amount of $ (the “Company Exchange Debt”) shall have been issued by agreed to exchange the SEC that remains in effect principal amount and no proceeding seeking such accrued interest of Company Exchange Debt for shares of the Series A Preferred Stock on a stop order dollar of dollar basis.
(j) DEN-54526-7 Golden Square Equity Partners Limited shall have been initiated by returned to treasury and agreed to cancelled 19,266,000 shares of the SEC Company’s Common Stock pursuant to an agreement satisfactory to Parent and not withdrawn.Target Company prior to closing
Appears in 1 contract
Samples: Acquisition and Share Exchange Agreement (Pacific Media Group Enterprises, Inc.)
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law, and no Order shall have enacted, issued, promulgated, enforced prohibit or entered any Law or Order which is then in effect that makes prevent the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the The Reincorporation Merger set out on Schedule 9.1(b) shall have been obtained consummated, a certificate of merger in respect of the same will have been issued by the BVI Registrar of Corporate Affairs and the applicable certificates and documents filed and registered in the appropriate jurisdictions.
(c) The SEC shall have declared the Registration Statement effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued.
(d) The Escrow Agreement shall have been entered into and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals Parent Shareholder Approval Matters that are submitted to the vote of the shareholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been obtainedapproved by the requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Shareholder Approval”).
(f) Each of This Agreement and the Parent Proposals transactions contemplated hereby and thereby, including the Acquisition Merger, shall have been authorized and approved at by the Parent Stockholder Meeting or at any adjournment or postponement thereofCompany and by the holders of Company Ordinary Shares constituting the Requisite Company Vote in accordance with the BVI Law and the Company’s memorandum and articles of association.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement Each of Purchaser and Merger Sub shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial formed and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaqexecuted a joinder agreement to this Agreement.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Samples: Business Combination Agreement (Ace Global Business Acquisition LTD)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby, including the Merger.
(b) (i) All applicable waiting periods, if any, under the HSR Act with respect to the Merger shall have expired or been terminated, and (ii) each consent, approval or authorization of any Authority required of Parent, its Subsidiaries, or the Company or any of their respective Subsidiaries to consummate the Merger set out forth on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals Approval shall have been obtained.
(fd) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereofShareholder Meeting.
(ge) Parent’s initial listing application with Nasdaq or an Alternate Exchange, as applicable, in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of NasdaqNasdaq or an Alternate Exchange, as applicable, and Parent shall not have received any notice of non-compliance therewith, and the shares comprising the Aggregate Merger Consideration Shares shall have been approved for listing on NasdaqNasdaq or an Alternate Exchange, as applicable.
(hf) The Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
(g) After giving effect to the transactions contemplated hereby, Parent shall (i) have at least $5,000,001 of net tangible assets (as determined in accordance with rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time or (ii) be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties Parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect that makes the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions.
(b) each consent, approval or authorization provisions of any Authority required of Parent, the Company applicable Law and no Order shall prohibit or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict prevent the consummation of the Closing.
(db) Parent (i) after giving effect There shall not be any Action brought by a third party that is not an Affiliate of the Parties hereto to any redemption of shares of Parent Common Stock in connection with enjoin or otherwise restrict the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger Closing. Notwithstanding the foregoing sentence, the Parties agree that with respect to an Action brought by a third party to enjoin or otherwise restrict the consummation of the Closing that is reasonably capable of being resolved or settled within 30 days of such Action having been brought, the Parties will use their commercially reasonable efforts to cooperate with reach other and resolve or settle such Action.
(iic) All consents, approvals and actions of, filings with and notices to any Governmental Authority required to consummate the Transactions shall be otherwise exempt from have been made or obtained.
(d) The Purchaser Shareholder Approval Matters that are submitted to the provisions vote of Rule 419 promulgated under the Securities Act shareholders of 1933Purchaser at the Purchaser Special Meeting in accordance with the Proxy Statement and Purchaser’s Organizational Documents shall have been approved by the requisite vote of the shareholders of Purchaser at the Purchaser Special Meeting in accordance with Purchaser’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Purchaser Shareholder Approval”).
(e) The Company Stockholder Approvals All required filings, if any, under the HSR Act, and other applicable anti-trust laws, shall have been obtainedcompleted and any applicable waiting period, any extensions thereof, and any commitments by the parties not to close before a certain date under a timing agreement entered into with a Governmental Authority shall have expired or otherwise been terminated.
(f) Each of the Parent Proposals All required filings under FATA, if any, shall have been approved at the Parent Stockholder Meeting or at completed and any adjournment or postponement thereofapplicable approval shall have been received.
(g) Parent’s initial listing application with Nasdaq in connection with As of the transactions contemplated by this Agreement Closing, Purchaser shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaqat least $5,000,001 in net tangible assets.
(h) The Form S-4 No Party shall have become effective in accordance with delivered a Tax Notice, which was unable of being remedied by the provisions use of the Securities Act, no stop order suspending the effectiveness best efforts of the Form S-4 shall have been issued by Parties to amend this Agreement to achieve the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawnintended tax treatment.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent Parent, Purchaser and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then be in effect that makes restraining, prohibiting or imposing any condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby, including the Reincorporation Merger and the Acquisition Merger.
(bi) All applicable waiting periods, if any, under the HSR Act with respect to the Acquisition Merger shall have expired or been terminated, and (ii) each consent, approval or authorization of any Authority required of Parent, its Subsidiaries, or the Company or any of their respective Subsidiaries to consummate the Reincorporation Merger and the Acquisition Merger set out forth on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There No Authority shall not be any Action commenced have issued an Order or asserted in writing (enacted a Law, having the effect of prohibiting the Reincorporation Merger and not orally) by any Authority to enjoin the Acquisition Merger or otherwise materially restrict making the consummation of Reincorporation Merger and the ClosingAcquisition Merger illegal, which Order or Law is final and non-appealable.
(d) Parent shall (i) after giving effect to any redemption of shares of the Parent Class A Common Stock in connection with the transactions contemplated by this Agreement shall Agreement, have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933Act.
(e) The Company Stockholder Approvals Approval shall have been obtained.
(f) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereofMeeting.
(g) ParentPurchaser’s initial listing application with Nasdaq or an Alternate Exchange, as applicable, in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent Purchaser shall satisfy any applicable initial and continuing listing requirements of NasdaqNasdaq or an Alternate Exchange, as applicable, and Parent Purchaser shall not have received any notice of non-compliance therewith, and the shares comprising the Aggregate Merger Consideration Shares shall have been approved for listing on NasdaqNasdaq or an Alternate Exchange, as applicable.
(h) The Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
(i) The Reincorporation Merger shall have been consummated and the applicable certificates filed in the appropriate jurisdictions.
(j) The acquisition of Play Company and Solaire Partners shall have been consummated.
(k) The Joinder shall have been executed by K Wave Media Ltd. and GLST Merger Sub Inc.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No There shall be no Order, statute, rule or regulations enjoining or prohibiting the consummation of the consummation of the Merger; provided, that the Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or issuing such Order which is then in effect that makes has jurisdiction over the parties hereto with respect to the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) The Registration Statement shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated become effective under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn.
(c) The Parent Shareholder Approval Matters that are submitted to the vote of the shareholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been approved by the requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents and applicable Law (the “Required Parent Shareholder Approval”).
(d) The Company Stockholder Written Consent shall have been obtained.
(e) All required filings under the HSR Act, and other applicable anti-trust laws, shall have been completed and any applicable waiting period, any extensions thereof, and any commitments by the parties not to close before a certain date under a timing agreement entered into with a Governmental Authority shall have expired or otherwise been terminated.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closings are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties:
(a) No Authority There shall have enacted, issued, promulgated, enforced or entered not be in force any applicable Law or Order enjoining, prohibiting, making illegal or preventing the consummation of the Closings, whether temporary, preliminary or permanent, which is then in effect that makes the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsis pending or threatened.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) The SEC shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict declared the consummation of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no Registration Statement effective. No stop order suspending the effectiveness of the Form S-4 Registration Statement or any part thereof shall have been issued by the SEC that remains in effect and no proceeding Action seeking such a stop order shall have been threatened or initiated by the SEC and not withdrawn.
(c) The PubCo Ordinary Shares to be issued in connection with the Closings shall be conditionally approved for listing upon the Closings on Nasdaq, subject only to official notice of issuance thereof.
(d) To the extent applicable, all consents, authorizations, approvals, filings, clearances, registrations, exemptions or permits (including the CSRC Filing) required to be obtained from or made with any Authority in order to consummate the Transactions shall have been obtained or made.
(e) The approval of the SPAC Shareholder Approval Matters shall have been duly obtained in accordance with the Laws of the Cayman Islands, SPAC’s Organizational Documents and the rules and regulations of Nasdaq (the “Required SPAC Shareholder Approval”).
(f) The Company Shareholder Approval shall have been obtained.
(g) SPAC shall have at least US$5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining immediately after the Closings.
(h) PubCo will qualify as a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law, and no Order shall have enacted, issued, promulgated, enforced prohibit or entered impose any Law or Order which is then in effect that makes condition on the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) brought by any Authority a third-party non-Affiliate to enjoin or otherwise materially restrict the consummation of the Closing.
(c) Parent shall have completed a financing transaction resulting in gross proceeds to Parent of a minimum of $1,500,000 on such terms and conditions as reasonably approved by the Company (the “Merger Financing”).
(d) As part of the Merger Financing, Parent shall have entered into a Registration Rights Agreement with the investors in the Merger Financing covering Parent’s common stock included in the sale of its securities as part of the Merger Financing, and a minimum of 7,500,000 shares of Parent’s common stock issued to the Company Shareholders subject to SEC rules and limitations and in the reasonable discretion of the investors in the Merger Financing (the “Registration Rights Agreement”).
(e) Subject to compliance with applicable securities laws, rules and regulations, including SEC restrictions relating to “integration” of securities offerings, Parent shall have received a good faith commitment for a financing for minimum of $1,500,000 in gross proceeds to Parent (the “Post-Merger Financing”) in addition to the Merger Financing on such terms and conditions as reasonably approved by the Company with a closing no later than 90 days after a Registration Statement on Form S-1 covering the securities issued in the Merger Financing has been declared effective by the Commission.
(f) At or prior to the Closing: (a) Parent’s board of directors shall have approved the agreement to Spin-Off Parent’s current healthcare business and all assets related thereto, including all cash, excepting only the Merger Financing, together with any note receiveables and the proceeds from such receivables, if any (including, but not limited to the promissory note reflecting amounts lent by Parent to the Company), all trade receivables, debt and liabilities (exclusive of any debt related to the Company other than as provided in Section 8.3) owned and operated by Parent through its wholly owned subsidiary, Future Healthcare Services Corp., a Wyoming corporation (“FHS”), by FHS’s wholly owned subsidiary, Interim Healthcare of Wyoming, Inc., a Wyoming corporation (the “Parent Legacy Business”), to the record holders of Parent’s common stock as of the record date, which record date shall be the date immediately prior to the Closing of the Merger (the “Spin-Off”), in the form of the Separation Agreement attached hereto as Exhibit A (the “Separation Agreement”).
(g) Parent and the Company shall have entered into agreements with their respective advisors and consultants to pay expenses of the Merger, including the payment of certain fees and expenses of the parties and their advisors.
(h) Parent and the Company shall have entered into employment and indemnification agreements with the following individuals, in a form satisfactory to both the Parent, the Company and employee: Xxxx Xxxxxxxx, Xxxx Xxxx and Xxxx Xxxxxxxx.
(i) after giving effect Parent shall have received the Financial Statements of the Company in form satisfactory to any redemption Parent and Company.
(j) The parties shall have received the written consent of all of the Company Shareholders: (i) authorizing the exchange of Common Stock for shares of Parent Common Stock as set forth in Section 2.3; (ii) explicitly waiving any right to receive shares of FHS in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of Spin-Off; and (iii) making customary representations with respect to their “accredited” or “sophisticated investor” status, access to material information about Parent, and the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933like.
(ek) The Company Stockholder Approvals Shareholders Buy-Sell Agreement entered into among the Company, Xxxx Xxxxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxx and the spouses of Xxxx Xxxx and Xxxx Xxxxxxxx dated January 1, 2005 shall have been obtained.
(f) Each be resolved to the mutual satisfaction of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereofParties.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Samples: Merger and Share Exchange Agreement (Future Healthcare of America)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction satisfaction, or written the waiver (where permissible) by Parent at the discretion of both Purchaser and the Company Company, of all of the following further conditions:
(a) No Authority provisions of any applicable Law, and no Order shall have enactedrestrain or prohibit, issuedor impose any condition on, promulgated, enforced or entered any Law or Order which is then in effect that makes the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions.Closing;
(b) each consent, approval or authorization The Merger shall have been completed and the Certificate of any Authority required Merger evidencing the merger of Parent, Merger Sub with and into the Company or any shall have been received from the Registrar of their respective Subsidiaries to consummate Companies in the Cayman Islands;
(c) The required stock exchange and regulatory review (including SEC and Nasdaq) has been completed, and all governmental approvals required for the Merger set out on Schedule 9.1(b) shall have been obtained and the Purchaser’s Units, Purchaser’s Ordinary Shares (including the Purchaser Merger Shares) and Purchaser’s Warrants shall continue to be in full force and effect.listed for trading on Nasdaq;
(cd) There shall not be any Action brought, commenced or asserted in writing (and not orally) threatened by any governmental Authority or other Person to enjoin enjoin, challenge, interfere with or otherwise materially restrict the consummation of the Closing.;
(de) Parent Purchaser Shareholder Approval for the Merger;
(if) Prior to or at the Closing, before consummation of any PIPE Investment (or any other investment in the Purchaser’s securities) after giving effect distribution of the Trust Account pursuant to Section 6.6, deducting all amounts to be paid pursuant to the Purchaser Share Redemption, Purchaser shall have unrestricted cash on hand (“Unrestricted Cash”) of not less than $5,000,000 before payment or deduction of any redemption of shares of Parent Common Stock in connection costs and expenses incurred with respect to the transactions contemplated by this Agreement Agreement. In no event shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting Company’s cash position prior to or at any adjournment or postponement thereofClosing be less than the minimum required balance under applicable Securities Exchange Act and Nasdaq Regulations concerning Special Purpose Acquisition Companies.
(g) Parent’s initial listing application with Nasdaq in connection with Each of the transactions contemplated by this Agreement directors and officers of Purchaser, other than Xxxxx Xxxxx, Xxxxxxxx Xxxxxxx and Xxxxxx Xxxxxxx shall provide their resignations as officers and directors of Purchaser, effective at Closing, and the proposed new directors of the Purchaser shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaqappointed.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced prohibit or entered any Law or Order which is then in effect that makes prevent the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and brought by a third party that is not orally) by any Authority an Affiliate of the parties hereto to enjoin or otherwise materially restrict the consummation of the Closing.
(dc) Parent (i) after giving effect All consents, approvals and actions of, filings with and notices to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with Governmental Authority required to consummate the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaqmade or obtained.
(hd) The Form S-4 SEC shall have become effective in accordance with declared the provisions of the Securities ActRegistration Statement effective, and no stop order suspending the effectiveness of the Form S-4 Registration Statement or any part thereof shall have been issued by issued.
(e) The Parent Party Shareholder Approval Matters that are submitted to the SEC that remains vote of the shareholders of Parent at the Parent Special Meeting in effect accordance with the Proxy Statement/Prospectus and no proceeding seeking such a stop order Parent’s Organizational Documents shall have been initiated approved by the SEC requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent Parties’ Organizational Documents, applicable Law and the Proxy Statement/Prospectus (the “Required Parent Shareholder Approval”).
(f) This Agreement, the Plan of Merger and the transactions contemplated hereby and thereby, including the Acquisition Merger, shall have been authorized and approved by the holders of Company Ordinary Shares constituting the Requisite Company Vote in accordance with the Cayman Companies Act and the Company’s Organizational Documents.
(g) Any required filings under the HSR Act, and other applicable anti-trust laws, shall have been completed and any applicable waiting period, any extensions thereof, and any commitments by the parties not withdrawnto close before a certain date under a timing agreement entered into with a Governmental Authority shall have expired or otherwise been terminated.
(h) The Purchaser shall have at the Closing, after giving effect to the transactions contemplated by this Agreement, a net tangible assets of at least $5,000,001 on a consolidated basis (as calculated in accordance with Rule 3a51-1(g)(1) of the Exchange Act).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kairous Acquisition Corp. LTD)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order which that is then in effect that makes the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closingtransactions contemplate by this Agreement or the Additional Agreements.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(ec) The Company Stockholder Approvals Approval shall have been obtained.
(fd) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(ge) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares Parent Common Stock shall have been approved for listing on Nasdaq.
(hf) Parent shall have provided the Company with evidence reasonably satisfactory to the Company that, upon the Closing, Parent will have cash and cash equivalents equal to or greater than Twenty Million U.S. Dollars ($20,000,000) (the “Minimum Cash Condition”), including funds remaining in the Trust Account (after giving effect to the payment of the Parent Redemption Amount) and the proceeds of any Equity Investment or Debt Financing, less deductions for the Parent Expenses and the Company Expenses, which, in the aggregate, will not for purposes of this calculation exceed $1,000,000.
(g) The Form S-4 shall have become been declared effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law, and no Order shall have enacted, issued, promulgated, enforced prohibit or entered impose any Law or Order which is then in effect that makes condition on the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions.the Closing;
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) brought by any Authority a third-party non-Affiliate to enjoin or otherwise materially restrict the consummation of the Closing.;
(c) Parent shall have completed a financing transaction resulting in proceeds to Parent of a minimum of $300,000 (the “Merger Financing”) pursuant to the issuance of the Convertible Preferred Stock, in accordance with a convertible preferred stock instrument containing terms mutually to by the parties . The Merger Financing shall be on such terms and conditions as reasonably approved by the investors who provide the funding for the Merger Financing. Furthermore, current management of the Company shall have no obligation to be a party to such Merger Financing;
(d) Parent shall entered into an agreement to spin-off Parent’s current online ticket brokerage business and all assets and liabilities related thereto (i) after giving effect the “Spin-Off”), including all cash, except the Merger Financing (the “Parent Legacy Business”), to any redemption the Shareholder in exchange for the cancellation by the Shareholder of 3,000,000 shares of Parent Common Stock in connection with pursuant to the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation terms of the Merger or Spin-Off Agreement attached hereto as Exhibit C (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.“Spin-Off Agreement”);
(e) The Company Stockholder Approvals parties shall have been obtained.received the written consent of the Company Shareholders identified on Schedule I: (i) authorizing the exchange of Company Shares for shares of Parent Common Stock as set forth in Section 2.1 and (ii) making customary representations with respect to their “accredited” or “sophisticated investor” status, access to material information about Parent, and the like;
(f) Each of the Parent Proposals The Redemption shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.completed; and
(g) Parent’s initial listing application with Nasdaq in connection Parent shall have filed the Certificate of Designations with the transactions contemplated by this Agreement shall have been conditionally approved andSecretary of State of Nevada to designate 808,000 shares of its preferred stock, immediately following the Effective Timepar value $0.001 per share, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaqas Series A Convertible Preferred Stock.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced restrain or entered prohibit or impose any Law or Order which is then in effect that makes condition on the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionshereby, including the Merger.
(b) (i) all applicable waiting periods under the HSR Act with respect to the Merger shall have expired or been terminated, and (ii) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger that are set out forth on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any pending Action commenced or asserted in writing (and not orally) brought by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after After giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement Agreement, Parent shall have net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933Merger.
(e) The Company Stockholder Approvals Shareholder Approval shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereofMeeting.
(g) Parent’s initial listing application with Nasdaq NASDAQ in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of NasdaqNASDAQ, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Parent Common Stock and the PIPE Shares shall have been approved for listing on NasdaqNASDAQ.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced prohibit or entered any Law or Order which is then in effect that makes prevent the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and brought by a third party that is not orally) by any Authority an Affiliate of the parties hereto to enjoin or otherwise materially restrict the consummation of the Closing.
(dc) Parent (i) after giving effect All consents, approvals and actions of, filings with and notices to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with Governmental Authority required to consummate the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaqmade or obtained.
(hd) The Form S-4 SEC shall have become effective in accordance with declared the provisions of the Securities ActRegistration Statement effective, and no stop order suspending the effectiveness of the Form S-4 Registration Statement or any part thereof shall have been issued by issued.
(e) The Parent Party Shareholder Approval Matters that are submitted to the SEC that remains vote of the shareholders of Parent at the Parent Special Meeting in effect accordance with the Proxy Statement/Prospectus and no proceeding seeking such a stop order Parent’s Organizational Documents shall have been initiated approved by the SEC requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent Parties’ Organizational Documents, applicable Law and the Proxy Statement/Prospectus (the “Required Parent Shareholder Approval”).
(f) This Agreement, the Plan of Merger and the transactions contemplated hereby and thereby, including the Acquisition Merger, shall have been authorized and approved by the holders of Company Ordinary Shares constituting the Requisite Company Vote in accordance with the Cayman Companies Act and the Company’s Organizational Documents.
(g) Any required filings under the HSR Act, and other applicable anti-trust laws, shall have been completed and any applicable waiting period, any extensions thereof, and any commitments by the parties not withdrawnto close before a certain date under a timing agreement entered into with a Governmental Authority shall have expired or otherwise been terminated.
(h) As of the Closing, Purchaser shall have at least $5,000,001 in net tangible assets.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect that makes the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(ec) The Company Stockholder Approvals Approval shall have been obtained.
(fd) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(ge) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares Parent Common Stock shall have been approved for listing on Nasdaq.
(hf) The Form S-4 shall have become been declared effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
(g) The Parent Closing Cash shall equal or exceed $65,000,000.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissiblepermissible under applicable law) by Parent and the Company of all the following conditions:
(a) No Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect that makes the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions.
(b) All applicable waiting periods under the HSR Act with respect to the Merger shall have expired or been terminated, and (ii) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) Merger, as may be reasonably agreed upon by the Parties after the date hereof shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company G3 Stockholder Approvals Approval shall have been obtained.
(fe) Each of the Required Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(gf) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares Parent Class A Common Stock shall have been approved for listing listed on Nasdaq.
(hg) The Form S-4 Proxy Statement shall have become effective been cleared by the SEC in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction satisfaction, or written the waiver (where permissible) by Parent at the discretion of both Purchaser and the Company Company, of all of the following further conditions:
(a) No Authority provisions of any applicable Law, and no Order shall have enactedrestrain or prohibit, issuedor impose any condition on, promulgated, enforced or entered any Law or Order which is then in effect that makes the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions.Closing;
(b) each consent, approval or authorization The Merger shall have been completed and the Certificate of any Authority required Merger evidencing the merger of Parent, Merger Sub with and into the Company or any shall have been received from the Delaware Secretary of their respective Subsidiaries to consummate State;
(c) The required stock exchange and regulatory review (including SEC and Nasdaq) has been completed, and all governmental approvals required for the Merger set out on Schedule 9.1(b) shall have been obtained and the Purchaser’s Units, Purchaser’s Common Stock (including the Purchaser Merger Shares) and Purchaser’s Warrants shall continue to be in full force and effect.listed for trading on Nasdaq;
(cd) There shall not be any Action brought, commenced or asserted in writing (and not orally) threatened by any governmental Authority or other Person to enjoin enjoin, challenge, interfere with or otherwise materially restrict the consummation of the Closing.;
(de) Parent Each of the Purchaser Stockholder Approval for (i) the Merger and (ii) the adoption of the Purchaser Equity Plan, with a reserve of up to twelve point five (12.5%) percent of the Purchaser’s issued and outstanding common stock, on a fully-diluted basis, immediately after giving effect the Closing, shall have been obtained;
(f) Prior to or at the Closing, before consummation of the PIPE Investment after distribution of the Trust Account pursuant to Section 6.6, deducting all amounts to be paid pursuant to the Purchaser Share Redemption, Purchaser shall have unrestricted cash on hand equal to or in excess of $15,000,000 before payment or deduction of any redemption of shares of Parent Common Stock in connection costs and expenses incurred with respect to the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.Agreement;
(e) The Company Stockholder Approvals shall have been obtained.
(fg) Each of the Parent Proposals directors and officers of Purchaser, other than Xxxxxxxx Xxxxxxxx shall provide their resignations as officers and directors of Purchaser, effective at Closing, and the proposed new directors of the Purchaser shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereofappointed.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law, and no Order shall have enacted, issued, promulgated, enforced prohibit or entered any Law or Order which is then in effect that makes prevent the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and brought by a third party that is not orally) by any Authority an Affiliate of the parties hereto to enjoin or otherwise materially restrict the consummation of the Closing.
(dc) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement The Reincorporation Merger shall have net tangible assets of at least $5,000,001 upon consummation of been consummated and the Merger or (ii) shall be otherwise exempt from applicable certificates filed in the provisions of Rule 419 promulgated under the Securities Act of 1933appropriate jurisdictions.
(ed) The Company Stockholder Approvals SEC shall have been obtained.
(f) Each of declared the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no Registration Statement effective. No stop order suspending the effectiveness of the Form S-4 Registration Statement or any part thereof shall have been issued by issued.
(e) Each of the SEC that remains in effect and no proceeding seeking such a stop order Additional Agreements shall have been initiated entered into and the same shall be in full force and effect; provided that the non-execution of the Lock-up Agreement by (i) Shareholders who are not the Key Personnel nor Controlled by the SEC Key Personnel and (ii) grantees of Company Options that are vested as of the Closing, collectively holding no more than 5% of share capital in the Company (on a fully-diluted basis) immediately prior to the Closing shall not withdrawnaffect the Closing or occurrence of the Closing.
(f) The Parent Stockholder Approval Matters that are submitted to the vote of the stockholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been approved by the requisite vote of the stockholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Stockholder Approval”).
(g) This Agreement, the Plan of Merger and the transactions contemplated hereby and thereby, including the Acquisition Merger, shall have been authorized and approved by the holders of Company Ordinary Shares constituting the Requisite Company Vote in accordance with the Cayman Law and the Company’s memorandum and articles of association.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law and no Order shall have enacted, issued, promulgated, enforced prohibit or entered any Law or Order which is then in effect that makes prevent the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced brought by a Government Authority or asserted in writing (and not orally) by any Authority other unaffiliated third party to enjoin or otherwise materially restrict the consummation of the Closing.
(dc) Parent (i) after giving effect All consents, approvals and actions of, filings with and notices to any redemption of shares of Parent Common Stock in connection with Governmental Authority required to consummate the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with the specific transactions contemplated by this Agreement shall have been conditionally approved andmade or obtained (the “Mandatory Governmental Consents and Approvals”). All of the parties acknowledge and agree that Mandatory Governmental Consents and Approvals are only those consents, immediately following approvals, filings and notices with and to any Governmental Authority that are strictly necessary to allow the Effective Timetransactions contemplated by this Agreement to close. For the avoidance of doubt, Parent shall satisfy any applicable initial Mandatory Governmental Consents and continuing listing requirements of Nasdaq, and Parent Approvals shall not have received any notice of non-compliance therewithinclude consents, approvals, filings and notices that may be submitted, obtained, or issued after the Merger Consideration Shares shall have been approved for listing on NasdaqClosing.
(hd) The Form S-4 SEC shall have become effective in accordance with declared the provisions of the Securities ActRegistration Statement effective, and no stop order suspending the effectiveness of the Form S-4 Registration Statement or any part thereof shall have been issued by issued.
(e) The Parent Party Shareholder Approval Matters that are submitted to the SEC that remains vote of the shareholders of Parent at the Parent Special Meeting in effect accordance with the Proxy Statement/Prospectus and no proceeding seeking such a stop order Parent’s Organizational Documents shall have been initiated approved by the SEC requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement/Prospectus (the “Required Parent Shareholder Approval”).
(f) This Agreement, the Plan of Merger and the transactions contemplated hereby and thereby, including the Redomestication Merger and the Acquisition Merger, shall have been authorized and approved by the holders of Company Ordinary Shares constituting the Requisite Company Vote in accordance with the Cayman Companies Act and the Company’s Organizational Documents.
(g) All required filings under the HSR Act, and other applicable anti-trust laws, shall have been completed and any applicable waiting period, any extensions thereof, and any commitments by the parties not withdrawnto close before a certain date under a timing agreement entered into with a Governmental Authority shall have expired or otherwise been terminated.
(h) As of the Closing, Purchaser shall have at least $5,000,001 in net tangible assets.
(i) Each of Purchaser and Merger Sub shall have been formed and shall have executed a joinder agreement to this Agreement.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No provisions of any applicable Law and no Order shall restrain, prohibit, prevent or impose any condition on the consummation of the transactions contemplated hereby, including the Redomestication Merger and the Acquisition Merger.
(b) There shall not be any Action brought by any Governmental Authority shall have enactedto enjoin or otherwise restrict the consummation of either Closing.
(c) All consents, issuedapprovals, promulgatedauthorizations and actions of, enforced or entered filings with and notices to any Law or Order which is then in effect that makes Governmental Authority required to consummate the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been made or obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals Shareholder Approval shall have been obtained.
(fe) Each of the Parent Proposals Party Stockholder Approval Matters shall have been approved at the Parent Special Meeting by the requisite vote of the stockholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Stockholder Meeting or at any adjournment or postponement thereofApproval”).
(gf) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement All required filings under any applicable anti-trust laws, shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy completed and any applicable initial and continuing listing requirements of Nasdaqwaiting period, any extensions thereof, and Parent shall any commitments by the parties not have received any notice of non-compliance therewith, and the Merger Consideration Shares to close before a certain date under a timing agreement entered into with a Governmental Authority shall have expired or otherwise been approved for listing on Nasdaqterminated.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the transactions contemplated by this Agreement Closings are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties:
(a) No Authority There shall have enacted, issued, promulgated, enforced or entered not be in force any applicable Law or Order enjoining, prohibiting, making illegal or preventing the consummation of the Closings, whether temporary, preliminary or permanent, which is then in effect that makes the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsis pending or threatened.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) The SEC shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict declared the consummation of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no Registration Statement effective. No stop order suspending the effectiveness of the Form S-4 Registration Statement or any part thereof shall have been issued by the SEC that remains in effect and no proceeding Action seeking such a stop order shall have been threatened or initiated by the SEC and not withdrawn.
(c) The PubCo Ordinary Shares to be issued in connection with the Closings shall be conditionally approved for listing upon the Closings on Nasdaq, subject only to official notice of issuance thereof.
(d) All consents required to be obtained from or made with any Authority in order to consummate the Transactions shall have been obtained or made.
(e) The approval of the SPAC Shareholder Approval Matters shall have been duly obtained in accordance with the Laws of the Cayman Islands, SPAC’s Organizational Documents and the rules and regulations of Nasdaq (the “Required SPAC Shareholder Approval”).
(f) The Company Shareholder Approval shall have been obtained.
(g) SPAC shall have at least US$5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining immediately after the Closings.
(h) PubCo will qualify as a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.
Appears in 1 contract
Condition to the Obligations of the Parties. The obligations of all of the parties Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written (or, if permitted by applicable Law, waiver (where permissibleby the Party for whose benefit such condition exists) by Parent and the Company of all the following conditions:
(a) No Authority shall have enacted, issued, promulgated, enforced or entered All filings and other notifications required to be made under any Antitrust Law or Order which is then in effect that makes for the consummation of the transactions contemplated by this Agreement illegal hereby shall have been made, all waiting periods relating thereto (including all extensions thereof) shall have expired or otherwise prohibits been terminated, and all clearances, authorizations, actions, non-actions, or other consents required from a Governmental Authority under any Antitrust Law for the consummation of such transactionsthe transactions contemplated hereby shall have been received or obtained.
(b) each consentNo Authority shall have issued any Order, approval or authorization have pending before it a proceeding for the issuance thereof, and there shall not be any provision of any Authority required applicable Law restraining or prohibiting the consummation of Parentthe Closing, the Company ownership by the Purchaser of the Transferred Equity Interests, the effectiveness of any merger contemplated hereby, or any the effective operation of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There Business by the Acquired Companies after the Closing Date. In addition, there shall not be any Action commenced or asserted in writing (and not orally) brought by any Authority a third-party non-Affiliate to enjoin or otherwise materially restrict the consummation of the Closing.
(dc) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement Purchaser shall have net tangible assets of at least $5,000,001 upon consummation of obtained the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933Purchaser Stockholder Approval.
(ed) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Closing Payment Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Appears in 1 contract
Samples: Plan of Merger and Equity Purchase Agreement (RumbleON, Inc.)
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority provisions of any applicable Law, and no Order shall have enacted, issued, promulgated, enforced prohibit or entered impose any Law or Order which is then in effect that makes condition on the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactionsthe Closing.
(b) each consentThere shall not be any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.
(c) Parent shall have amended its Articles of Incorporation to authorize 300,000,000 shares of Common Stock, approval par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share (the “Parent Preferred Stock”) and shall designate 10,000,000 shares of Parent Preferred Stock as Series A Preferred Stock.
(d) The parties agree to leave the warrants as are currently disclosed in the Company’s public filings intact and to allow the warrants to be exercised to bring in circa $15,000,000 in equity capital.
(e) Parent shall have raised no less than $1,000,000 via the sale of its Series A Preferred Stock, or authorization via the sale of any Authority required common stock such sale shall be completed within 30 days of Parent, execution of this agreement.
(f) Each of the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) Additional Agreements shall have been obtained entered into and the same shall be in full force and effect.
(cg) There Parent shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict have received the consummation Financial Statements of the Closing.
(d) Target Company in form satisfactory to Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on NasdaqCompany.
(h) The Form S-4 Parties shall have become effective in accordance with received the provisions written consent of the Securities ActOrdinary Shareholders of Target Company in a form satisfactory to both the Parent Company and the Target Company, no stop order suspending authorizing the effectiveness exchange of the Form S-4 ordinary Shares of Target Company for shares of Parent Common Stock as set forth in Section 2.2.
(i) The holders of certain indebtedness of the Company in the principal amount of $ (the “Company Exchange Debt”) shall have been issued by agreed to exchange the SEC that remains in effect principal amount and no proceeding seeking such accrued interest of Company Exchange Debt for shares of the Series A Preferred Stock on a stop order dollar of dollar basis.
(j) Golden Square Equity Partners Limited shall have been initiated by returned to treasury and agreed to cancelled 19,266,000 shares of the SEC Company’s Common Stock pursuant to an agreement satisfactory to Parent and not withdrawn.Target Company prior to closing
Appears in 1 contract
Samples: Acquisition and Share Exchange Agreement (Token Communities Ltd.)
