Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 6.1 Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, if permitted by applicable Law, in writing by the Party for whose benefit such condition exists of the following conditions:
(a) there shall not have been entered, enacted or promulgated any Law or Order enjoining or prohibiting the consummation of the transactions contemplated by this Agreement;
(b) the Company IPO Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Company IPO Registration Statement shall have been issued by the SEC and shall remain in effect with respect to the Company IPO Registration Statement, no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending, and the Company IPO shall have closed;
(c) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement / Proxy Statement shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending;
(d) the SPAC Stockholder Approval shall have been obtained;
(e) after giving effect to the transactions contemplated hereby, SPAC shall 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 Offer;
(f) the Company’s initial listing application with the Listing Exchange in connection with the transactions contemplated by this Agreement shall have been approved and the Company shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Company Shares (including, for the avoidance of doubt, the Company Common Stock to be issued pursuant to the Merger) shall have been approved for listing on the Listing Exchange, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders; and (g) each Ancillary Document shall have been executed and delivered by the parties thereto and shall be in full force and effect.
Conditions to Consummation of the Transactions Contemplated by This Agreement. Conditions to the Obligations of the Company,
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 7.1 Conditions to the Obligations of the Company, Buyer and Seller. The obligations of the Company, Buyer and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable law, waiver by the Party for whose benefit such condition exists) of the following conditions:
(a) any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; and
(b) no order, decree or ruling (including by temporary restraining order or preliminary or permanent injunction) issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect.
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 7.1 Conditions to the Obligations of the Parties
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 7.1 Conditions to the Obligations of the Company, Buyer and Seller. The obligations of the Company, Buyer and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists) of the condition that there be no Order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement in effect; provided, however, that each of Buyer, Seller and the Company shall have used commercially reasonable efforts to prevent the entry of any such injunction or other Order and to appeal as promptly as possible any injunction or other Order that may be entered.
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 7.1 Conditions to the Obligations of the Company, the Acquiror Parties and Contributors. The obligations of the Company, the Acquiror Parties and Contributors to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists) of the condition that there be no Order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement in effect; provided, however, that each Acquiror Party, each Contributor and the Company shall have used commercially reasonable efforts to prevent the entry of any such injunction or other Order and to appeal as promptly as possible any injunction or other Order that may be entered.
Conditions to Consummation of the Transactions Contemplated by This Agreement. 61
Section 5.1 Conditions to the Obligations of the Parties 61 Section 5.2 Other Conditions to the Obligations of Pathfinder 62 Section 5.3 Other Conditions to the Obligations of the Company 63 Section 5.4 Frustration of Closing Conditions 63 Article VI TERMINATION 64 Section 6.1 Termination 64 Section 6.2 Effect of Termination 65 Article VII MISCELLANEOUS 65 Section 7.1 Non-Survival 65 Section 7.2 Entire Agreement; Assignment 66 Section 7.3 Amendment 66 Section 7.4 Notices 66 Section 7.5 Governing Law 67 Section 7.6 Fees and Expenses 68 Section 7.7 Construction; Interpretation 68 Section 7.8 Exhibits and Schedules 69 Section 7.9 Parties in Interest 69 Section 7.10 Severability 69 Section 7.11 Counterparts; Electronic Signatures 69 Section 7.12 Knowledge of Company; Knowledge of Pathfinder 70 Section 7.13 No Recourse 70 Section 7.14 Extension; Waiver 70 Section 7.15 Waiver of Jury Trial 71 Section 7.16 Submission to Jurisdiction 71 Section 7.17 Remedies 72 Section 7.18 Trust Account Waiver 72
Conditions to Consummation of the Transactions Contemplated by This Agreement. 81
Section 6.1 Conditions to the Obligations of the Parties 81
Section 6.2 Other Conditions to the Obligations of the Rotor Parties 82
Section 6.3 Other Conditions to the Obligations of the Company 83 Section 6.4 Frustration of Conditions 84 Section 7.1 Termination 84 Section 7.2 Effect of Termination 86
Section 8.1 Survival 87 Section 8.2 Entire Agreement; Assignment 87 Section 8.3 Amendment 87 Section 8.4 Notices 87 Section 8.5 Governing Law 89 Section 8.6 Fees and Expenses 89 Section 8.7 Construction; Interpretation 89 Section 8.8 Exhibits and Schedules 90 Section 8.9 Parties in Interest 90 Section 8.10 Severability 90 Section 8.11 Counterparts; Electronic Signatures 90 Section 8.12 Knowledge of Company; Knowledge of Rotor 91 Section 8.13 No Recourse 91 Section 8.14 Extension; Waiver 91 Section 8.15 Waiver of Jury Trial 92 Section 8.16 Jurisdiction 92 Section 8.17 Remedies 92 Section 8.18 Trust Account Waiver 93 Exhibit A Form of Registration Rights Agreement Exhibit B Form of Lock-Up Agreement Exhibit C Form of Conversion Written Consent Exhibit D Form of Warrant Exercise Notice Exhibit E-1 Form of Certificate of Merger Exhibit E-2 Form of Articles of Merger Exhibit F Executed Subscription Agreements Exhibit G Form of New Incentive Plans Exhibit H Form of Governing Documents of Rotor Exhibit I Form of Merger Written Consent This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 5, 2021, is made by and among Rotor Acquisition Corp., a Delaware corporation (“Rotor”), Rotor Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (the “Company”). Rotor, 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.
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 6.1 Conditions to the Obligations of the Parties 81 Section 6.2 Other Conditions to the Obligations of KBL 82 Section 6.3 Other Conditions to the Obligations of the Company 83 Section 6.4 Frustration of Closing Conditions 84
Conditions to Consummation of the Transactions Contemplated by This Agreement
