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.
Appears in 1 contract
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 each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiveror, if permitted by applicable Law, in writing waiver by the such Party for whose benefit such condition exists of the following conditions:
(a) there the Company Required Approval of the Company Arrangement Resolution shall have been approved at the Company Shareholders Meeting in accordance with the Interim Order and applicable Law and a certified copy of such Company Arrangement Resolution shall have been delivered to Prospector;
(b) the Final Order shall have been granted in form and substance satisfactory to the Parties, acting reasonably, and the Final Order shall not have been enteredset aside or modified in a manner unacceptable to the Parties, enacted acting reasonably, on appeal or promulgated otherwise;
(c) each applicable waiting period or Consent under each Foreign Antitrust Law set forth on Section 6.1(c) of the Prospector Disclosure Schedules relating to the transactions contemplated by this Agreement or any Ancillary Document, and any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement or any Ancillary Document, shall have expired, been terminated or obtained (or deemed, by applicable Law, to have been obtained), as applicable;
(d) no Order or Law issued by any court of competent jurisdiction or Order enjoining other Governmental Entity or prohibiting other legal restraint or prohibition preventing the consummation of the transactions contemplated by this AgreementAgreement shall be in effect;
(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;
(ce) 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 proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending;
(df) the SPAC Stockholder Prospector Shareholder Approval shall have been obtained;; and
(eg) 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 CompanyNewco’s initial listing application with the Listing Exchange Nasdaq in connection with the transactions contemplated by this Agreement shall have been approved and, immediately following the Arrangement Effective Time, Amalco shall satisfy any applicable initial and the Company continuing listing requirements of Nasdaq, and no Party 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 Arrangement Effective Time, and the Company Amalco Shares (after giving effect, for the avoidance of doubt, to the Prospector Amalgamation and, including, for the avoidance of doubt, the Company Prospector Common Stock Shares to be issued pursuant to the MergerTransactions) shall have been approved for listing on Nasdaq.
Section 6.2 Other Conditions to the Listing ExchangeObligations of Prospector. The obligations of Prospector to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, subject only if permitted by applicable Law, waiver by Prospector of the following further conditions at or prior to official notice the Arrangement Effective Time:
(i) the Company Fundamental Representations that are limited as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein shall be true and correct in all respects and all other Company Fundamental Representations shall be true and correct in all material respects, in each case, as of issuance thereof the date of this Agreement and as of the requirement Closing Date, as though made on and as of the Closing Date (except to have a sufficient number the extent that any such representation and warranty is made as of round lot holders; an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), and (gii) each Ancillary Document the representations and warranties of the Company set forth in Article 3 (other than the Company Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, would not reasonably be expected to cause a Company Material Adverse Effect (provided, that any failure of any such representation and warranty to be true and correct in all respects so as to reasonably be expected to result in the Prospector Amalgamation failing to constitute a transaction treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code shall be deemed to cause a Company Material Adverse Effect);
(b) the Company and Newco shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the Company and Newco, as applicable, under this Agreement at or prior to the Closing;
(c) since the date of this Agreement, no Company Material Adverse Effect has occurred that is continuing;
(d) the Financing shall have been executed completed pursuant to the terms of the Subscription Agreements;
(e) immediately after Closing, the Aggregate Closing Financing Proceeds together with any funds in the Trust Account, shall be equal to or greater than $43,000,000;
(f) the Consent and delivered by the parties thereto and Waiver shall continue to be in full force and effect;
(g) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to Prospector the following documents:
(i) a certificate duly executed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 6.2(a), Section 6.2(b) and Section 6.2(c) are satisfied, in a form and substance reasonably satisfactory to Prospector;
(ii) Letters of Transmittal in the form or forms mutually agreed to by each of Newco, Prospector, the Exchange Agent and the Company (in any case, such agreement not to be unreasonably withheld, conditioned or delayed) (which, for the avoidance of doubt, shall include a waiver of dissent rights, a grant of an irrevocable proxy (only in the case of shareholders that are not Institutional Investors) and the lock-up language set forth in Exhibit H) duly executed by the Company and the Company Shareholders holding 66 2/3% of the Company Common Shares immediately prior to the Share Exchange;
(iii) the Registration Rights Agreement duly executed by the applicable Company Shareholders; and
(h) the Prospector Shareholder Redemption, the Prospector Unit Separation, the Prospector Share Issuance, the Prospector Vesting Addition, the Prospector Share Conversion, the Prospector Continuance, the Prospector Amalgamation, the Amalco Share Redemption, the Company Share Conversion, the Share Exchange, and the Company Amalgamation shall have occurred, or shall be scheduled to occur, as applicable, in the order and at the times contemplated by the Parties and as reflected pursuant to this Agreement, the Plan of Arrangement and the Prospector Board Approvals (as applicable), which the Parties intend shall result in the Intended U.S. Tax Treatment.
Section 6.3 Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company of the following further conditions at or prior to the Arrangement Effective Time:
(i) the Prospector Fundamental Representations that are limited as to “materiality” or “Prospector Material Adverse Effect” or any similar limitation set forth herein shall be true and correct in all respects and all other Prospector Fundamental Representations shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties of Prospector contained in Article 4 (other than the Prospector Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “Prospector Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, would not reasonably be expected to cause a Prospector Material Adverse Effect;
Appears in 1 contract
Samples: Business Combination Agreement (Prospector Capital Corp.)
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 6.1 7.1 Conditions to the Obligations of Parent, Amalgamation Sub and the PartiesCompany. The obligations of Parent, Amalgamation Sub and the Parties Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver(or, if permitted by applicable Law, in writing waiver by the Party for whose benefit such condition exists exists) of the following conditions:
(a) there the Company shall have obtained the Company Shareholder Approval;
(b) any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated;
(c) the Transaction Approvals shall have been obtained, free of any condition that could reasonably be expected to have a Company Material Adverse Effect and shall not include, require, result in or have the effect of any Burdensome Condition with respect to Parent or any of its Affiliates (including the Group Companies after the Closing), and the waiting periods applicable thereto shall have terminated or expired;
(d) the Founder Amalgamation Stock Consideration (or, in the case of the Parent Series B Non-Voting Preferred Stock, the voting ordinary shares, par value $1.00 per share, of Parent issuable upon the conversion thereof upon transfer to a third party) shall have been enteredauthorized for listing on the NASDAQ Stock Market, enacted upon official notice of issuance; and
(e) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or promulgated permanent injunction or other order issued by any Law court of competent jurisdiction or Order enjoining other Governmental Entity or prohibiting other legal restraint or prohibition preventing 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 be in effect; provided, however, that each of Parent, Amalgamation Sub and the Company shall not have received used reasonable best efforts to prevent the entry of any notice such injunction or other order or the commencement of non-compliance therewith any such proceeding or lawsuit and to appeal as promptly as possible any injunction or other order that has not been cured or would not may 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 effectentered.
Appears in 1 contract
Samples: Agreement and Plan of Amalgamation (Enstar Group LTD)
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 6.1 7.1 Conditions to the Obligations of Parent, Amalgamation Sub and the PartiesCompany. The obligations of Parent, Amalgamation Sub and the Parties Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver(or, if permitted by applicable Law, in writing waiver by the Party for whose benefit such condition exists exists) of the following conditions:
(a) there the Company shall have obtained the Company Shareholder Approval;
(b) any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated;
(c) the Transaction Approvals shall have been obtained, free of any condition that could reasonably be expected to have a Company Material Adverse Effect and shall not include, require, result in or have the effect of any Burdensome Condition with respect to Parent or any of its Affiliates (including the Group Companies after the Closing), and the waiting periods applicable thereto shall have terminated or expired;
(d) the Founder Amalgamation Stock Consideration (or, in the case of the Parent Series B Non-Voting Preferred Stock, the voting ordinary shares, par value $1.00 per share, of Parent issuable upon the conversion thereof upon transfer to a third party) shall have been enteredauthorized for listing on the NASDAQ Stock Market, enacted upon official notice of issuance; and
(e) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or promulgated permanent injunction or other order issued by any Law court of competent jurisdiction or Order enjoining other Governmental Entity or prohibiting other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; provided, however, that each of Parent, Amalgamation Sub and the Company shall have used reasonable best efforts to prevent the entry of any such injunction or other order or the commencement of any such proceeding or lawsuit and to appeal as promptly as possible any injunction or other order that may be entered.
Section 7.2 Other Conditions to the Obligations of Parent and Amalgamation Sub. The obligations of Parent and Amalgamation Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Parent and Amalgamation Sub of the following further conditions:
(a) the representations and warranties of the Company (i) set forth in Section 4.1, Section 4.2(a) – (d), Section 4.3, Section 4.16 and Section 4.20 shall be true and correct in all respects (except with respect to the representations and warranties set forth in Section 4.2, to the extent de minimis) on the Original Agreement Date, on the date of this Agreement (but solely with respect to the representations and warranties in Section 4.3 and Section 4.20), and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall be true and correct as of the specified date) and (ii) set forth in this Agreement, other than those sections specifically identified in clause (i) of this Section 7.2(a), shall be true and correct in all respects (without giving effect to any limitation indicated by the words “Company Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materiality”) on the Original Agreement Date and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall be true and correct as of the specified date), except, in the case of clause (ii) only, to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates have not had and would not reasonably be expected to have a Company Material Adverse Effect (but, in the case of the representations and warranties in Section 4.7, excluding any event, change, occurrence, circumstance or effect that occurs on or after the Satisfaction Date);
(b) the Company IPO Registration Statement shall have become effective performed and complied in accordance all material respects with the provisions of the Securities Act, no stop order suspending the effectiveness of all covenants required to be performed or complied with by the Company IPO Registration Statement shall have been issued by the SEC and shall remain in effect with respect under this Agreement on or prior 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 closedClosing Date;
(c) since the Registration Statement / Proxy Statement Original Agreement Date and through the Satisfaction Date, there 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 not have been issued by any Company Material Adverse Effect or any event, change or effect that would, individually or in the SEC and shall remain in effect with respect aggregate, reasonably be expected to the Registration Statement / Proxy Statement, and no Proceeding seeking such have a stop order shall have been threatened or initiated by the SEC and remain pendingCompany Material Adverse Effect;
(d) prior to or at the SPAC Stockholder Approval Closing, the Company shall have delivered, in form and substance reasonably acceptable to Parent, a certificate of an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been obtainedsatisfied by the Company;
(e) after prior to or at the Closing, the Company shall have delivered, in form and substance reasonably acceptable to Parent, written evidence that all Company Transaction Expenses required to be paid have been, or at the Closing will be, paid in full, and that any Person entitled to receive any Company Transaction Expenses has accepted the amount received or to be received by them as payment in full for all services rendered; and
(f) the RSU Escrow Agreement shall have been executed by the Securityholders’ Representative.
Section 7.3 Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company of the following further conditions:
(a) the representations and warranties of the Parent and Amalgamation Sub (i) set forth in Section 5.1, Section 5.2, Section 5.3, Section 5.16 and Section 5.20 shall be true and correct in all respects (except with respect to the representations and warranties set forth in Section 5.2, to the extent de minimis) on the Original Agreement Date, on the date of this Agreement (but solely with respect to the representations and warranties in Section 5.3), and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall be true and correct as of the specified date) and (ii) set forth in this Agreement, other than those sections specifically identified in clause (i) of this Section 7.3(a), shall be true and correct in all respects (without giving effect to any limitation indicated by the transactions contemplated herebywords “Parent Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materiality”) on the Original Agreement Date and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are made on and as of a specified date, SPAC in which case the same shall continue be true and correct as of the specified date), except in the case of clause (ii) only to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates have not had and would not reasonably be expected to have a Parent Material Adverse Effect;
(b) Parent and Amalgamation Sub shall have performed and complied in all material respects with all covenants required to be performed or complied with by them under this Agreement on or prior to the Closing Date;
(c) since the Original Agreement Date, there shall not have been any Parent Material Adverse Effect or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect;
(d) prior to or at least $5,000,001 the Closing, Parent and Amalgamation Sub shall have delivered, in form and substance reasonably acceptable to the Company, a certificate of net tangible assets (an authorized officer of Parent and Amalgamation Sub, respectively, dated as determined in accordance with Rule 3a51-1(g)(1) of the Exchange ActClosing Date, to the effect that the conditions specified in Section 7.3(a), Section 7.3(b) immediately after and Section 7.3(c) with respect to such entity have been satisfied;
(e) prior to or at the OfferClosing, Parent and Amalgamation Sub shall have delivered, in form and substance reasonably acceptable to the Company, written evidence that all amounts and consideration required to be paid or deposited by Parent pursuant to this Agreement have been so paid or deposited at or prior to the Effective Time;
(f) the Company’s initial listing application with the Listing Exchange in connection with the transactions contemplated by this Registration Rights 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 executed by Parent;
(g) each Ancillary Document the Shareholder Rights Agreement shall have been executed and delivered by Parent; and
(h) the parties thereto and RSU Escrow Agreement shall be in full force and effecthave been executed by Parent.
Appears in 1 contract
Samples: Agreement and Plan of Amalgamation
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 6.1 7.1 Conditions to the Obligations of the PartiesCompany, Acquiror and Contributor. The obligations of the Parties Company, Acquiror and Contributor to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver(or, if permitted by applicable Law, in writing waiver by the Party for whose benefit such condition exists exists) of the following conditions:
(a) that there shall not have been entered, enacted be no Order issued by any court of competent jurisdiction or promulgated any Law other Governmental Entity or Order enjoining other legal restraint or prohibiting prohibition preventing the consummation of the transactions contemplated by this Agreement;Agreement in effect; provided, however, that each of Acquiror, 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; and
(b) the Company IPO Registration Statement Acquiror shall have become effective in accordance with consummated 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 Debt Financing.
Section 7.2 Other Conditions 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 Obligations of the Securities Act, no stop order suspending the effectiveness Acquiror. The obligations of the Registration Statement / Proxy Statement shall have been issued by the SEC and shall remain in effect with respect Acquiror 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 consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Acquiror of the following further conditions:
(i) All representations and warranties of Contributor and the Company contained in Article 3 and Article 4 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) shall be true and correct in all respects (without regard to qualifications as to materiality or Company Material Adverse Effect) as though made on and as of the Closing Date, except to the extent the failure of such representations and warranties to be true and correct as of such dates would not have been approved a Company Material Adverse Effect; and (ii) the representations and warranties of Contributor set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Capitalization of the Company; Subsidiaries), Section 3.3 (Authority), Section 3.11(p) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) shall be true and correct in all respects as though made on and as of the Closing Date;
(b) Contributor and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Contributor, respectively, under this Agreement on or prior to the Closing Date;
(c) from the date of this Agreement, there shall not have received occurred any notice Company Material Adverse Effect; and (d) prior to or at the Closing, Contributor shall have delivered the items contemplated by Section 2.3(a).
Section 7.3 Other Conditions to the Obligations of non-compliance therewith that has not been cured the Company and Contributor. The obligations of the Company and Contributor to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company and Contributor of the following further conditions:
(i) All representations and warranties of Acquiror contained in Article 5 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) shall be true and correct in all respects (without regard to qualifications as to materiality or Acquiror Material Adverse Effect) as though made on and as of the Closing Date, except to the extent the failure of such representations and warranties to be true and correct as of such dates would not have an Acquiror Material Adverse Effect; and (ii) the representations and warranties of Acquiror set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Authority) and Section 5.4 (Valid Issuance; Listing) shall be cured at true and correct in all respects as though made on and as of the Closing Date.
(b) Acquiror shall have performed and complied in all material respects with all covenants required to be performed or immediately following complied with by it under this Agreement on or prior to the Effective TimeClosing Date; (c) from the date of this Agreement, and there shall not have occurred any Acquiror Material Adverse Effect; (d) the Company Shares (including, for the avoidance of doubt, the Company Acquiror Common Stock Units to be issued pursuant to as the Merger) Unit Consideration shall have been approved for listing on the Listing New York Stock Exchange, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holdersissuance; and (g) each Ancillary Document shall have been executed and delivered by the parties thereto and shall be in full force and effect.and
Appears in 1 contract
Samples: Contribution Agreement
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 6.1 12.1. Conditions to the Obligations of the PartiesParties to Close. The obligations of the Parties to consummate and close the transactions contemplated by this Agreement (the “Closing”) (the date on which the Closing is consummated, the “Effective Date”) are subject to the satisfaction or waiveror, if permitted by applicable Applicable Law, in writing waiver by the Party for whose benefit such condition exists of the following conditions:
(a) there shall not 12.1.1. the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement will have expired or been entered, enacted terminated; and
12.1.2. no Applicable Law issued by any court of competent jurisdiction or promulgated any Law other Governmental Authority or Order enjoining other legal restraint or prohibiting prohibition preventing the consummation of the transactions contemplated by this Agreement;Agreement will be in effect.
(b) 12.2. Other Conditions to the Company IPO Registration Statement shall have become effective in accordance with the provisions Obligations of LANTHEUS to Close. The obligations 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 LANTHEUS 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 consummate the transactions contemplated by this Agreement shall are subject to the satisfaction or, if permitted by applicable Law, waiver by LANTHEUS of the following further conditions:
12.2.1. POINT’s representations and warranties set forth in this Agreement will be true and correct (without giving effect to any limitation as to “materiality” or any similar limitation ) in all material respects as of the Effective Date, as though made on and as of the Effective Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty will be true and correct in all material respects as of such earlier date); and
12.2.2. POINT will have been approved performed and complied with, in all material respects, the Company shall not have received any notice of non-compliance therewith that has not been cured covenants and agreements required to be performed or would not be cured complied with by POINT under this Agreement at or immediately prior to the Closing.
12.3. Other Conditions to the Obligations of POINT to Close. The obligations of POINT to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by POINT of the following further conditions:
12.3.1. LANTHEUS’ representations and warranties set forth in this Agreement will be true and correct (without giving effect to any limitation as to “materiality” or any similar limitation ) in all material respects as of the Effective TimeDate, as though made on and as of the Company Shares Effective Date (includingexcept to the extent that any such representation and warranty is made as of an earlier date, for the avoidance in which case such representation and warranty will be true and correct in all material respects as of doubtsuch earlier date); and
12.3.2. LANTHEUS will have performed and complied with, in all material respects, the Company Common Stock covenants and agreements required to be issued pursuant performed or complied with by POINT under this Agreement at or prior 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 effectClosing.
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