CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED Sample Clauses

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT
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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 95 Section 7.1 Conditions to the Obligations of the Parties 95 Section 7.2 Other Conditions to the Obligations of the THMA Parties 95 Section 7.3 Other Conditions to the Obligations of the Company 96 Section 7.4 Frustration of Closing Conditions 97 ARTICLE 8 TERMINATION 97 Section 8.1 Termination 97 Section 8.2 Effect of Termination 99 ARTICLE 9 MISCELLANEOUS 99 Section 9.1 Non-Survival 99 Section 9.2 Entire Agreement; Assignment 100 Section 9.3 Amendment 100 Section 9.4 Notices 100 Section 9.5 Governing Law 101 Section 9.6 Fees and Expenses 101 Section 9.7 Construction; Interpretation 102 Section 9.8 Exhibits and Schedules 102 Section 9.9 Parties in Interest 103 Section 9.10 Severability 103 Section 9.11 Counterparts; Electronic Signatures 103 Section 9.12 Knowledge of Company; Knowledge of THMA 103 Section 9.13 No Recourse 104 Section 9.14 Extension; Waiver 104 Section 9.15 Waiver of Jury Trial 104 Section 9.16 Submission to Jurisdiction 105 Section 9.17 Remedies 105 Section 9.18 Trust Account Waiver 106 EXHIBITS AND SCHEDULES Exhibit A Form of Subscription Agreement Exhibit B Form of Registration Rights Agreement Exhibit C Form of Transaction Support Agreement Exhibit D Form of Stockholder Lock-Up Agreement Exhibit E Form of THMA Certificate of Incorporation Exhibit F Form of THMA Bylaws Exhibit G Form of THMA Incentive Equity Plan Exhibit H Form of THMA ESPP Exhibit I Form of Surviving Corporation Certificate of Incorporation Exhibit J Form of Surviving Corporation Bylaws Schedule I Registration Rights Agreement Signatories Schedule II Supporting Company Stockholders BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of June 21, 2021, is made by and among Thimble Point Acquisition Corp., a Delaware corporation (“THMA”), Oz Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Pear Therapeutics, Inc., a Delaware corporation (the “Company”). THMA, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 73 Section 6.1 Conditions to the Obligations of the Company, Parent and Merger Sub 73 Section 6.2 Other Conditions to the Obligations of Parent and Merger Sub 74 Section 6.3 Other Conditions to the Obligations of the Company 75 Section 6.4 Frustration of Closing Conditions 76 Article 7 TERMINATION 76 Section 7.1 Termination 76 Section 7.2 Effect of Termination 77 Article 8 REPRESENTATIVE OF THE EQUITYHOLDERS 79 Section 8.1 Authorization of Representative 79 Article 9 MISCELLANEOUS 81 Section 9.1 Entire Agreement; Assignment; Amendment 81 Section 9.2 Notices 82 Section 9.3 Governing Law 83 Section 9.4 Fees and Expenses 83 Section 9.5 Construction 83 Section 9.6 Exhibits and Schedules 84 Section 9.7 Parties in Interest 84 Section 9.8 Extension; Waiver 84 Section 9.9 Severability 85 Section 9.10 Counterparts; Facsimile Signatures 85 Section 9.11 Non-Survival of Representations, Warranties and Covenants 85 Section 9.12 WAIVER OF JURY TRIAL 85 Section 9.13 Jurisdiction and Venue 86 Section 9.14 Remedies 86 Section 9.15 Non-Recourse 87 Section 9.16 Legal Representation; Privilege 88 DOC ID - 32901658.22 3
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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 70 Section 7.1 Conditions to the Obligations of the Parties 70 Section 7.2 Other Conditions to the Obligations of ARYA 71 Section 7.3 Other Conditions to the Obligations of the Company 72 Section 7.4 Frustration of Closing Conditions 73 ARTICLE 8 TERMINATION 73 Section 8.1 Termination 73 Section 8.2 Effect of Termination 74 ARTICLE 9 MISCELLANEOUS 74 Section 9.1 Non-Survival 74 Section 9.2 Entire Agreement; Assignment 75 Section 9.3 Amendment 75 Section 9.4 Notices 75 Section 9.5 Governing Law 76 Section 9.6 Fees and Expenses 76 Section 9.7 Construction; Interpretation 77 Section 9.8 Exhibits and Schedules 77 Section 9.9 Parties in Interest 78 Section 9.10 Severability 78 Section 9.11 Counterparts; Electronic Signatures 78 Section 9.12 Knowledge of Company; Knowledge of ARYA 78 Section 9.13 No Recourse 79 Section 9.14 Extension; Waiver 79 Section 9.15 Waiver of Jury Trial 79 Section 9.16 Arbitration 80 Section 9.17 Remedies 80 Section 9.18 Trust Account Waiver 80 EXHIBITS Exhibit A Form of Investor Rights Agreement Exhibit B Form of Warrant Assumption Agreement BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 17, 2020, is made by and among Immatics B.V., a Netherlands private limited liability company (“TopCo”), Immatics Biotechnologies GmbH, a German limited liability company (the “Company”), ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (“ARYA”), Immatics Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”) and Immatics Merger Sub 2, a Cayman Islands exempted company (“IB Merger Sub”), TopCo, the Company, ARYA and the Merger Subs, shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 83 Section 6.1 Conditions to the Obligations of the Parties 83 Section 6.2 Other Conditions to the Obligations of the RACA Parties 84 Section 6.3 Other Conditions to the Obligations of the Company 85 Section 6.4 Frustration of Closing Conditions 85
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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 60 Section 7.1 Conditions to the Obligations of the Parties 60
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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 38 Section 7.1 Conditions to the Obligations of the Company, Acquiror and Contributor 38 Section 7.2 Other Conditions to the Obligations of Acquiror 38 Section 7.3 Other Conditions to the Obligations of the Company and Contributor 39 ARTICLE 8 TERMINATION; AMENDMENT; WAIVER 39 Section 8.1 Termination 39 Section 8.2 Effect of Termination 40 Section 8.3 Amendment 41 Section 8.4 Extension; Waiver 41
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