Common use of CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED Clause in Contracts

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 Section 6.1 Conditions to the Obligations of the Parties 89 Section 6.2 Other Conditions to the Obligations of the Parent Parties 90 Section 6.3 Other Conditions to the Obligations of the Company Parties 91 Section 6.4 Frustration of Closing Conditions 92 ARTICLE 7 TERMINATION 92 Section 7.1 Termination 92 Section 7.2 Effect of Termination 93 ARTICLE 8 MISCELLANEOUS 94 Section 8.1 Non-Survival 94 Section 8.2 Entire Agreement; Assignment 94 Section 8.3 Amendment 94 Section 8.4 Notices 94 Section 8.5 Governing Law 96 Section 8.6 Fees and Expenses 96 Section 8.7 Construction; Interpretation 96 Section 8.8 Exhibits and Schedules 97 Section 8.9 Parties in Interest 97 Section 8.10 Severability 97 Section 8.11 Counterparts; Electronic Signatures 98 Section 8.12 Knowledge of Company; Knowledge of Parent 98 Section 8.13 No Recourse 98 Section 8.14 Extension; Waiver 98 Section 8.15 Waiver of Jury Trial 99 Section 8.16 Submission to Jurisdiction 99 Section 8.17 Remedies 100 Section 8.18 Trust Account Waiver 100 SCHEDULES AND EXHIBITS Schedule A PIPE Investors Schedule B Supporting Company Persons Schedule C Required Governing Documents Proposals Exhibit A Form of Parent Certificate of Incorporation Exhibit B Form of Parent Bylaws Exhibit C Form of PIPE Investor Subscription Agreement Exhibit D Form of Advisory Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Transaction Support Agreement Exhibit G Form of Parent Incentive Equity Plan BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7, 2021, is made by and among HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Parent”), Optimus Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), Optimus Merger Sub II, Inc., a Delaware corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Hyperfine, Inc., a Delaware corporation (“Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal,” and together with Hyperfine, the “Company Parties”). Parent, Merger Subs and the Company Parties 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.

Appears in 1 contract

Samples: Business Combination Agreement (HealthCor Catalio Acquisition Corp.)

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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 84 Section 6.1 Conditions to the Obligations of the Parties 89 84 Section 6.2 Other Conditions to the Obligations of the Parent Dragoneer Parties 90 85 Section 6.3 Other Conditions to the Obligations of the Company Parties 91 Section 6.4 Frustration of Closing Conditions 92 86 ARTICLE 7 TERMINATION 92 87 Section 7.1 Termination 92 87 Section 7.2 Effect of Termination 93 88 ARTICLE 8 MISCELLANEOUS 94 89 Section 8.1 Non-Survival 94 89 Section 8.2 Entire Agreement; Assignment 94 89 Section 8.3 Amendment 94 89 Section 8.4 Notices 94 89 Section 8.5 Governing Law 96 91 Section 8.6 Fees and Expenses 96 91 Section 8.7 Construction; Interpretation 96 91 Section 8.8 Exhibits and Schedules 97 92 Section 8.9 Parties in Interest 97 92 Section 8.10 Severability 97 92 Section 8.11 Counterparts; Electronic Signatures 98 92 Section 8.12 Knowledge of Company; Knowledge of Parent 98 Dragoneer 93 Section 8.13 No Recourse 98 93 Section 8.14 Extension; Waiver 98 93 Section 8.15 Waiver of Jury Trial 99 94 Section 8.16 Submission to Jurisdiction 99 94 Section 8.17 Remedies 100 95 Section 8.18 Trust Account Waiver 100 SCHEDULES 95 ANNEXES AND EXHIBITS Schedule Annex A PIPE Investors Schedule Annex B Supporting Company Persons Schedule Shareholders Annex C Required Governing Documents Document Proposals Exhibit A Form of Parent Certificate of Incorporation Sponsor Letter Agreement Exhibit B Form of Parent Bylaws Investor Subscription Agreement Exhibit C Form of PIPE Investor Subscription Shareholder Rights Agreement Exhibit D Form of Advisory Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Transaction Support Agreement Exhibit E Form of Dragoneer Certificate of Incorporation Exhibit F Form of Dragoneer Bylaws Exhibit G Form of Parent Incentive Equity Plan Certificate of Merger BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7February 2, 2021, is made by and among HealthCor Catalio Acquisition Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (ParentDragoneer”), Optimus Chariot Opportunity Merger Sub ISub, Inc., a Delaware corporation (“Chariot Merger Sub ISub”), Optimus Merger Sub IIand Cypress Holdings, Inc., a Delaware corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Hyperfine, Inc., a Delaware corporation (“Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal,” and together with Hyperfine, the “Company PartiesCompany”). ParentDragoneer, Chariot Merger Subs Sub and the Company Parties 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.

Appears in 1 contract

Samples: Business Combination Agreement (Dragoneer Growth Opportunities Corp.)

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 86 Section 6.1 Conditions to the Obligations of the Parties 89 86 Section 6.2 Other Conditions to the Obligations of the Parent STPC Parties 90 87 Section 6.3 Other Conditions to the Obligations of the Company Parties 91 89 Section 6.4 Frustration of Closing Conditions 92 90 ARTICLE 7 TERMINATION 92 90 Section 7.1 Termination 92 90 Section 7.2 Effect of Termination 93 92 ARTICLE 8 MISCELLANEOUS 94 92 Section 8.1 Non-Survival 94 92 Section 8.2 Entire Agreement; Assignment 94 92 Section 8.3 Amendment 94 92 Section 8.4 Notices 94 92 Section 8.5 Governing Law 96 93 Section 8.6 Fees and Expenses 96 93 Section 8.7 Construction; Interpretation 96 94 Section 8.8 Exhibits and Schedules 97 95 Section 8.9 Parties in Interest 97 95 Section 8.10 Severability 97 95 Section 8.11 Counterparts; Electronic Signatures 98 96 Section 8.12 Knowledge of Company; Knowledge of Parent 98 Section SXXX 00 Xxxxxxx 8.13 No Recourse 98 96 Section 8.14 Extension; Waiver 98 97 Section 8.15 Waiver of Jury Trial 99 97 Section 8.16 Submission to Jurisdiction 99 97 Section 8.17 Remedies 100 98 Section 8.18 Legal Representation 98 Section 8.19 Trust Account Waiver 100 SCHEDULES AND 99 Section 8.20 Holder Representative 99 EXHIBITS Schedule A PIPE Investors Schedule B Supporting Company Persons Schedule C Required Governing Documents Proposals Exhibit A Form of Parent Certificate of Incorporation Support Agreement Exhibit B Form of Parent Bylaws Lock-Up Agreement Exhibit C Form of PIPE Investor Subscription Rights Agreement Exhibit D Form of Advisory Sponsor Support Agreement Exhibit E Form of Registration Rights Agreement Written Consent — Pre-Closing Holders Exhibit F Form of Transaction Support Agreement Letter of Transmittal Exhibit G Form of Parent Certificate of Merger Exhibit H Executed Subscription Agreements Exhibit I Form of New Incentive Equity Plan BUSINESS COMBINATION Exhibit J Form of Governing Documents of STPC Exhibit K Form of Earn Out Escrow Agreement AGREEMENT AND PLAN OF MERGER This BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 7May 8, 2021, is made by and among HealthCor Catalio Acquisition Star Peak Corp II, a Delaware corporation (“STPC”), STPC II Merger Sub Corp., a Cayman Islands exempted company (which shall domesticate as Delaware corporation, a Delaware corporation prior to the Closing) wholly-owned Subsidiary of STPC (“ParentMerger Sub”), Optimus Merger Sub Iand Bxxxxx Xxxx, Inc., a Delaware corporation (“Merger Sub I”), Optimus Merger Sub II, Inc., a Delaware corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Hyperfine, Inc., a Delaware corporation (“Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal,” and together with Hyperfine, the “Company PartiesCompany”). ParentSTPC, Merger Subs Sub and the Company Parties 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Star Peak Corp II)

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 60 Section 6.1 7.1 Conditions to the Obligations of the Parties 89 Company, Buyer and Seller 60 Section 6.2 7.2 Other Conditions to the Obligations of the Parent Parties 90 Buyer 60 Section 6.3 7.3 Other Conditions to the Obligations of the Company Parties 91 and Seller 61 ARTICLE 8 TERMINATION 62 Section 6.4 Frustration of Closing Conditions 92 ARTICLE 7 TERMINATION 92 8.1 Termination 62 Section 7.1 Termination 92 Section 7.2 8.2 Effect of Termination 93 62 ARTICLE 8 MISCELLANEOUS 94 9 NON-SURVIVAL 63 Section 8.1 9.1 Non-Survival 94 63 Section 8.2 9.2 Non-Recourse 65 ARTICLE 10 MISCELLANEOUS 66 Section 10.1 Entire Agreement; Assignment 94 Assignment; Amendment 66 Section 8.3 Amendment 94 10.2 Notices 66 Section 8.4 Notices 94 Section 8.5 10.3 Governing Law 96 67 Section 8.6 10.4 Fees and Expenses 96 67 Section 8.7 Construction; Interpretation 96 10.5 Construction 67 Section 8.8 10.6 Exhibits and Schedules 97 68 Section 8.9 10.7 Parties in Interest 97 68 Section 8.10 Severability 97 Section 8.11 Counterparts; Electronic Signatures 98 Section 8.12 Knowledge of Company; Knowledge of Parent 98 Section 8.13 No Recourse 98 Section 8.14 10.8 Extension; Waiver 98 68 Section 8.15 10.9 Severability 68 Section 10.10 Counterparts; Facsimile Signatures 69 Section 10.11 WAIVER OF JURY TRIAL 69 Section 10.12 Jurisdiction and Venue 69 Section 10.13 Remedies 69 Section 10.14 Waiver of Jury Trial 99 Section 8.16 Submission to Jurisdiction 99 Section 8.17 Remedies 100 Section 8.18 Trust Account Waiver 100 SCHEDULES AND EXHIBITS Schedule A PIPE Investors Schedule B Supporting Company Persons Schedule C Required Governing Documents Proposals Exhibit A Form of Parent Certificate of Incorporation Exhibit B Form of Parent Bylaws Exhibit C Form of PIPE Investor Subscription Agreement Exhibit D Form of Advisory Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Transaction Support Agreement Exhibit G Form of Parent Incentive Conflicts 70 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] — R&W Insurance Policy [***] [***] [***] [***] [***] [***] [***] [***] [***] H — Equity Plan BUSINESS COMBINATION Commitment Letter UNIT PURCHASE AGREEMENT This BUSINESS COMBINATION UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of July 7May 26, 2021, is made by and among HealthCor Catalio Acquisition Corp.Liquid Fire Intermediate Holdings, LLC, a Cayman Islands exempted Delaware limited liability company (which shall domesticate as a Delaware corporation prior to the Closing) (ParentCompany”), Optimus Merger Sub ILiquid Fire Holdings, LLC, a Delaware limited liability company (“Seller”), and ServiceMax, Inc., a Delaware corporation (“Merger Sub I”), Optimus Merger Sub II, Inc., a Delaware corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Hyperfine, Inc., a Delaware corporation (“Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal,” and together with Hyperfine, the “Company PartiesBuyer”). ParentThe Company, Merger Subs Seller and the Company Parties Buyer 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.

Appears in 1 contract

Samples: Unit Purchase Agreement (Pathfinder Acquisition Corp)

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 86 Section 6.1 Conditions to the Obligations of the Parties 89 86 Section 6.2 Other Conditions to the Obligations of the Parent Parties 90 86 Section 6.3 Other Conditions to the Obligations of the Company Parties 91 87 TABLE OF CONTENTS (continued) Page Section 6.4 Frustration of Closing Conditions 92 88 ARTICLE 7 TERMINATION 92 89 Section 7.1 Termination 92 89 Section 7.2 Effect of Termination 93 90 ARTICLE 8 MISCELLANEOUS 94 INDEMNIFICATION 90 Section 8.1 Non-Survival 94 90 Section 8.2 Indemnification by Group Companies 91 Section 8.3 Limitations on Indemnification 92 Section 8.4 Claim Procedure 93 Section 8.5 Indemnification Payments 95 Section 8.6 Sole Recourse; Payments from Escrow Account 95 Section 8.7 Exclusive Remedy 95 Section 8.8 Right of Offset 96 Section 8.9 Claims Unaffected by Investigation 96 Section 8.10 Mitigation 96 ARTICLE 9 MISCELLANEOUS 96 Section 9.1 Entire Agreement; Assignment 94 96 Section 8.3 9.2 Amendment 94 96 Section 8.4 9.3 Notices 94 97 Section 8.5 9.4 Governing Law 96 98 Section 8.6 9.5 Fees and Expenses 96 98 Section 8.7 9.6 Construction; Interpretation 96 98 Section 8.8 9.7 Exhibits and Schedules 97 99 Section 8.9 9.8 Parties in Interest 97 99 Section 8.10 9.9 Severability 97 99 Section 8.11 9.10 Counterparts; Electronic Signatures 98 99 Section 8.12 9.11 Knowledge of Company; Knowledge of Parent 98 100 Section 8.13 9.12 No Recourse 98 100 Section 8.14 9.13 Extension; Waiver 98 100 TABLE OF CONTENTS (continued) Page Section 8.15 9.14 Waiver of Jury Trial 99 101 Section 8.16 9.15 Submission to Jurisdiction 99 101 Section 8.17 9.16 Remedies 100 102 Section 8.18 9.17 Trust Account Waiver 100 102 Section 9.18 Acknowledgement of Amendment and Restatement 102 SCHEDULES AND EXHIBITS Schedule A PIPE Investors Schedule B Supporting Company Persons Schedule C Required Governing Documents Proposals Schedule B PIPE Investors Exhibit A Form of Parent Certificate of Incorporation Exhibit B Form of Parent Bylaws Exhibit C Form of PIPE Investor Subscription Agreement Exhibit D Form of Advisory Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Amended and Restated Transaction Support Agreement Exhibit G D Exhibit E Form of Parent Incentive Equity Plan Stock Option Grants Exhibit F Form of VSee/iDoc Convertible Note Exhibit G Form of VSee/iDoc Registration Rights Agreement Exhibit H Form of PIPE Purchase Agreement Exhibit I Form of PIPE Convertible Note Exhibit J Form of PIPE Warrant Exhibit K Form of PIPE Registration Rights Agreement Exhibit L Form of PIPE Lock-up Agreement Exhibit M Form of BCA Lock-up Agreement AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7August 9, 20212022, is made by and among HealthCor Catalio Digital Health Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Parent”), Optimus DHAC Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), Optimus DHAC Merger Sub II, Inc., a Delaware Texas corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), HyperfineVSee Lab, Inc., a Delaware corporation (“HyperfineVSee”), and Liminal SciencesiDoc Virtual Telehealth Solutions, Inc., a Delaware Texas corporation (“LiminaliDoc,” and together with HyperfineVSee, the “Company Parties”). Parent, Merger Subs and the Company Parties 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.

Appears in 1 contract

Samples: Business Combination Agreement (Digital Health Acquisition Corp.)

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 88 Section 6.1 Conditions to the Obligations of the Parties 89 88 Section 6.2 Other Conditions to the Obligations of the Parent Parties 90 ACT 89 Section 6.3 Other Conditions to the Obligations of the Company Parties 91 90 Section 6.4 Frustration of Closing Conditions 92 91 ARTICLE 7 TERMINATION 92 Section 7.1 Termination 92 Section 7.2 Effect of Termination 93 ARTICLE 8 MISCELLANEOUS 94 93 Section 8.1 Non-Survival 94 93 Section 8.2 Entire Agreement; Assignment 94 93 Section 8.3 Amendment 94 93 Section 8.4 Notices 94 Section 8.5 Governing Law 96 95 Section 8.6 Fees and Expenses 96 95 Section 8.7 Construction; Interpretation 96 95 Section 8.8 Exhibits and Schedules 97 96 Section 8.9 Parties in Interest 97 96 Section 8.10 Severability 97 96 Section 8.11 Counterparts; Electronic Signatures 98 97 Section 8.12 Knowledge of Company; Knowledge of Parent 98 ACT 97 Section 8.13 No Recourse 98 97 Section 8.14 Extension; Waiver 98 Section 8.15 Waiver of Jury Trial 99 98 Section 8.16 Submission to Jurisdiction 99 98 Section 8.17 Remedies 100 99 Section 8.18 Trust Account Waiver 100 ANNEXES, EXHIBITS AND SCHEDULES AND EXHIBITS Schedule A Annex A-1 Company PIPE Investors Schedule B Supporting Company Persons Schedule C Required Governing Documents Proposals Annex A-2 Third Party PIPE Investors Exhibit A Form of Parent Certificate of Incorporation Tax Receivable Agreement Exhibit B Form of Parent Bylaws PIPE Subscription Agreement Exhibit C Form of PIPE Investor Subscription Rights Agreement Exhibit D Form of Advisory Agreement Post-Closing ACT Certificate of Incorporation Exhibit E Form of Registration Rights Agreement Post-Closing ACT Bylaws Exhibit F Form of Transaction Support Post-Closing Company LLC Agreement Exhibit G Form of Parent Incentive Equity Plan Schedule I Post-Closing Company Units Allocation Schedule Schedule II Post-Closing ACT Shares Allocation Schedule Schedule III Earnout Allocation Schedule BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7December 2, 2021, is made by and among HealthCor Catalio Acquisition Corp.ArcLight Clean Transition Corp. II, a an exempted company incorporated in the Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Parent”)with limited liability, Optimus Merger Sub I, Inc.Opal HoldCo LLC, a Delaware corporation limited liability company (“Merger Sub I”), Optimus Merger Sub II, Inc., a Delaware corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Hyperfine, Inc., a Delaware corporation (“HyperfineOpal HoldCo”), and Liminal Sciences, Inc.Opal Fuels LLC, a Delaware corporation limited liability company (“Liminal,” and together with Hyperfine, the “Company PartiesCompany”). ParentACT (as defined below in Section 1.1), Merger Subs Opal HoldCo and the Company Parties 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.

Appears in 1 contract

Samples: Business Combination Agreement (ArcLight Clean Transition Corp. II)

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 68 Section 6.1 7.1 Conditions to the Obligations of the Parties 89 68 Section 6.2 7.2 Other Conditions to the Obligations of Acquiror 69 Section 7.3 Other Conditions to the Obligations of the Parent Parties 90 XxXxxxx Companies 70 Section 6.3 Other Conditions to the Obligations of the Company Parties 91 Section 6.4 7.4 Frustration of Closing Conditions 92 71 ARTICLE 7 8 TERMINATION 92 71 Section 7.1 8.1 Termination 92 71 Section 7.2 8.2 Effect of Termination 93 72 ARTICLE 8 9 MISCELLANEOUS 94 73 Section 8.1 9.1 Non-Survival 94 73 Section 8.2 9.2 Entire Agreement; Assignment 94 73 Section 8.3 9.3 Amendment 94 73 Section 8.4 9.4 Notices 94 73 Section 8.5 Governing Law 96 Section 8.6 9.5 Fees and Expenses 96 74 Section 8.7 9.6 Construction; Interpretation 96 75 Section 8.8 9.7 Exhibits and Schedules 97 75 Section 8.9 9.8 Parties in Interest 97 76 Section 8.10 9.9 Severability 97 76 Section 8.11 9.10 Counterparts; Electronic Signatures 98 76 Section 8.12 9.11 Knowledge of XxXxxxx Company; Knowledge of Parent 98 Acquiror 76 Section 8.13 9.12 No Recourse 98 77 Section 8.14 9.13 Extension; Waiver 98 77 Section 8.15 9.14 Governing Law 77 Section 9.15 Submission to Jurisdiction 77 Section 9.16 Waiver of Jury Trial 99 78 Section 8.16 Submission to Jurisdiction 99 9.17 Remedies 78 Section 8.17 Remedies 100 Section 8.18 9.18 Trust Account Waiver 100 SCHEDULES 79 ANNEXES AND EXHIBITS Schedule Annex A PIPE Investors Schedule Newco Sponsor Holders Annex B Supporting Company Persons Schedule C Required Governing Documents Proposals XxXxxxx Owners and Pro Rata XxXxxxx Ownership Exhibit A Form of Parent Certificate of Incorporation Sponsor Support Agreement Exhibit B Form of Parent Bylaws Certificate of Incorporation of Surviving Corporation Exhibit C Form of PIPE Investor Subscription Agreement Exhibit D Form Bylaws of Advisory Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Transaction Support Agreement Exhibit G Form of Parent Incentive Equity Plan Surviving Corporation BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7February 14, 20212023, is made by and among HealthCor Catalio Marblegate Asset Management, LLC, a Delaware limited liability company (“Marblegate”), Marblegate Acquisition Corp., a Cayman Islands exempted company Delaware corporation (which shall domesticate as “Acquiror”), Marblegate Capital Corporation, a Delaware corporation prior to the Closing) (“ParentNewco”), Optimus MAC Merger Sub ISub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Newco (“Merger Sub Sub”), XxXxxxx Acquisition I LLC, a Delaware limited liability company (“XxXxxxx I”), Optimus Merger Sub II, Inc.and XxXxxxx Acquisition II LLC, a Delaware corporation limited liability company (“Merger Sub XxXxxxx II,” and together with Merger Sub Ieach of XxXxxxx I and XxXxxxx II a “XxXxxxx Company” and together, the “Merger Subs”), Hyperfine, Inc., a Delaware corporation (“Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal,” and together with Hyperfine, the “Company PartiesXxXxxxx Companies”). ParentMarblegate, Acquiror, Newco, Merger Subs Sub and the Company Parties XxXxxxx Companies 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.

Appears in 1 contract

Samples: Business Combination Agreement (Marblegate Acquisition Corp.)

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 81 Section 6.1 8.1 Conditions to the Obligations of the Parties 89 81 Section 6.2 8.2 Other Conditions to the Obligations of the Parent Parties 90 SLAM 82 Section 6.3 8.3 Other Conditions to the Obligations of the Company Parties 91 83 Section 6.4 8.4 Frustration of Closing Conditions 92 84 ARTICLE 7 9 TERMINATION 92 84 Section 7.1 9.1 Termination 92 84 Section 7.2 9.2 Effect of Termination 93 85 ARTICLE 8 10 MISCELLANEOUS 94 85 Section 8.1 10.1 Non-Survival 94 85 Section 8.2 10.2 Entire Agreement; Assignment 94 86 Section 8.3 10.3 Amendment 94 86 Section 8.4 10.4 Notices 94 86 Section 8.5 10.5 Governing Law 96 87 Section 8.6 10.6 Fees and Expenses 96 87 Section 8.7 10.7 Construction; Interpretation 96 87 Section 8.8 10.8 Exhibits and Schedules 97 88 Section 8.9 10.9 Parties in Interest 97 88 Section 8.10 10.10 Severability 97 88 Section 8.11 10.11 Counterparts; Electronic Signatures 98 89 Section 8.12 10.12 Knowledge of Company; Knowledge of Parent 98 SLAM 89 Section 8.13 10.13 No Recourse 98 89 Section 8.14 10.14 Extension; Waiver 98 89 Section 8.15 10.15 Waiver of Jury Trial 99 89 Section 8.16 10.16 Submission to Jurisdiction 99 90 Section 8.17 10.17 Remedies 100 90 Section 8.18 10.18 Trust Account Waiver 100 SCHEDULES 91 Section 10.19 Waiver of Conflicts; Privilege 91 ANNEXES AND EXHIBITS Schedule Annex A PIPE Investors Schedule B Supporting Company Persons Schedule C Required Governing Documents Proposals Shareholders Annex B Other RRA Parties Exhibit A Form of Parent Certificate of Incorporation Backstop Agreement Exhibit B Form of Parent Bylaws Exhibit C Form of PIPE Investor Subscription Agreement Exhibit D Form of Advisory Agreement Exhibit E Form of Registration Rights Agreement Exhibit F C Form of Lock-Up Agreement Exhibit D Sponsor Letter Agreement Exhibit E Form of Transaction Support Agreement Exhibit F Form of Topco Certificate of Incorporation Exhibit G Form of Parent Incentive Equity Plan Topco Bylaws BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7, 2021, is made by and among HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Parent”), Optimus Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), Optimus Merger Sub II, Inc., a Delaware corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Hyperfine, Inc., a Delaware corporation (“Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal,” and together with Hyperfine, the “Company Parties”). Parent, Merger Subs and the Company Parties 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.AGREEMENT

Appears in 1 contract

Samples: Business Combination Agreement (Slam Corp.)

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 61 Section 6.1 7.1. Conditions to the Obligations of the Parties 89 Company, Parent, Buyer and Seller 61 Section 6.2 7.2. Other Conditions to the Obligations of the Parent Parties 90 and Buyer 61 Section 6.3 7.3. Other Conditions to the Obligations of the Company Parties 91 and Seller 63 Section 6.4 7.4. Frustration of Closing Conditions 92 64 ARTICLE 7 TERMINATION 92 8 TERMINATION; AMENDMENT; WAIVER 64 Section 7.1 8.1. Termination 92 64 Section 7.2 8.2. Effect of Termination 93 65 Section 8.3. Amendment 65 Section 8.4. Extension; Waiver 65 ARTICLE 8 9 INDEMNIFICATION 66 Section 9.1. Survival of Representations, Warranties and Covenants 66 Section 9.2. Indemnification 66 Section 9.3. Limitations on Indemnification 67 Section 9.4. Indemnification Procedures 68 Section 9.5. Representations and Warranties Insurance 69 Section 9.6. Release of Indemnification Escrow Amount 70 Section 9.7. Exclusive Remedy 70 ARTICLE 10 MISCELLANEOUS 94 70 Section 8.1 Non-Survival 94 Section 8.2 10.1. Entire Agreement; Assignment 94 70 Section 8.3 Amendment 94 10.2. Notices 71 Section 8.4 Notices 94 Section 8.5 10.3. Governing Law 96 72 Section 8.6 10.4. Fees and Expenses 96 73 Section 8.7 10.5. Construction; Interpretation 96 73 Section 8.8 10.6. Exhibits and Schedules 97 73 Section 8.9 10.7. Parties in Interest 97 74 Section 8.10 10.8. Severability 97 74 Section 8.11 10.9. Counterparts; Electronic Facsimile Signatures 98 74 Section 8.12 10.10. Knowledge of Companythe Company 75 Section 10.11. WAIVER OF JURY TRIAL 75 Section 10.12. Jurisdiction and Venue 75 Section 10.13. Waiver of Conflicts; Knowledge of Parent 98 Jointly Privileged Information 76 Section 8.13 10.14. Remedies 77 Section 10.15. No Recourse 98 Section 8.14 Extension; Waiver 98 Section 8.15 Waiver 77 EXHIBITS A — Example Statement of Jury Trial 99 Section 8.16 Submission to Jurisdiction 99 Section 8.17 Remedies 100 Section 8.18 Trust Account Waiver 100 SCHEDULES AND EXHIBITS Schedule A PIPE Investors Schedule Net Working Capital B Supporting Company Persons Schedule C Required Governing Documents Proposals Exhibit A Form of Parent Certificate Escrow Agreement C — Debt Commitment Letter D — Terms of Incorporation Exhibit B Form of Parent Bylaws Exhibit C Form of PIPE Investor Subscription Agreement Exhibit D Form of Advisory Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Transaction Support Agreement Exhibit G Form of Parent Incentive Equity Plan BUSINESS COMBINATION STOCK PURCHASE AGREEMENT This BUSINESS COMBINATION THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 7March 16, 20212014, is made by and among HealthCor Catalio Acquisition Corp.XXXXX PARTNERS HOLDINGS INC., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to (the Closing) “Company”), XXXXX PARTNERS HOLDINGS LLC, a Delaware limited liability company (“Seller”), QUINPARIO ACQUISITION CORP., a Delaware corporation (“Parent”), Optimus Merger Sub I, Inc.and JPHI HOLDINGS INC., a Delaware corporation and a Subsidiary of Parent (“Merger Sub I”), Optimus Merger Sub II, Inc., a Delaware corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Hyperfine, Inc., a Delaware corporation (“Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal,” and together with Hyperfine, the “Company PartiesBuyer”). ParentThe Company, Merger Subs Seller, Parent and the Company Parties shall be referred to herein Buyer are, from time to time time, referred to individually herein as a “Party”, and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth ascribed to such terms in Section 1.1ARTICLE 1.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quinpario Acquisition Corp.)

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 92 Section 6.1 7.1 Conditions to the Obligations of the Parties 89 92 Section 6.2 7.2 Other Conditions to the Obligations of the Parent SilverBox Parties 90 93 Section 6.3 7.3 Other Conditions to the Obligations of the Company Parties 91 and Blocker Corp 95 Section 6.4 7.4 Frustration of Closing Conditions 92 95 ARTICLE 7 8 TERMINATION 92 96 Section 7.1 8.1 Termination 92 96 Section 7.2 8.2 Effect of Termination 93 97 ARTICLE 8 9 MISCELLANEOUS 94 97 Section 8.1 9.1 Non-Survival 94 97 Section 8.2 9.2 Entire Agreement; Assignment 94 97 Section 8.3 9.3 Amendment 94 97 Section 8.4 9.4 Notices 94 98 Section 8.5 9.5 Governing Law 96 99 Section 8.6 9.6 Fees and Expenses 96 99 Section 8.7 9.7 Construction; Interpretation 96 100 Section 8.8 9.8 Exhibits and Schedules 97 100 Section 8.9 9.9 Parties in Interest 97 101 Section 8.10 9.10 Severability 97 101 Section 8.11 9.11 Counterparts; Electronic Signatures 98 101 Section 8.12 9.12 Knowledge of Company; Knowledge of Parent 98 SilverBox 101 Section 8.13 9.13 No Recourse 98 102 Section 8.14 9.14 Extension; Waiver 98 102 Section 8.15 9.15 Waiver of Jury Trial 99 102 Section 8.16 9.16 Submission to Jurisdiction 99 103 Section 8.17 9.17 Remedies 100 103 Section 8.18 9.18 Trust Account Waiver 100 SCHEDULES 103 ANNEXES AND EXHIBITS Schedule Annex A PIPE Investors Schedule Annex B Supporting Company Persons Schedule Equityholders Annex C Required Governing Documents Proposals Sample Calculation of Common Unit Redemption Amount Exhibit A Form of Parent Certificate of Incorporation Subscription Agreement Exhibit B Form of Parent Bylaws Amended and Restated Company LLC Agreement Exhibit C Form of PIPE Investor Subscription Tax Receivable Agreement Exhibit D Form of Advisory Investor Rights Agreement Exhibit E Form of Registration Rights Agreement Amended and Restated SilverBox Certificate of Incorporation Exhibit F Form of Transaction Support Warrant Assumption Agreement Exhibit G Form of Parent Incentive Equity Plan Amended and Restated Pubco Charter Exhibit H Form of Amended and Restated Pubco Bylaws BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7November 2, 2021, is made by and among HealthCor Catalio Acquisition Corp.SilverBox Engaged Merger Corp I, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“ParentSilverBox”), Optimus BRC Inc., a Delaware corporation and wholly owned subsidiary of SilverBox (“Pubco”), SBEA Merger Sub ILLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Mxxxxx Xxx 0”), XXXX Xxxxxxx Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of SilverBox (“Merger Sub 2”), Grand Opal Investment Holdings, Inc., a Delaware corporation (“Merger Sub I”), Optimus Merger Sub II, Inc., a Delaware corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Hyperfine, Inc., a Delaware corporation (“HyperfineBlocker Corp”), and Liminal SciencesAuthentic Brands, Inc.LLC, a Delaware corporation limited liability company (“Liminal,” and together with Hyperfine, the “Company PartiesCompany”). ParentSilverBox, Merger Subs Pubco, Mxxxxx Xxx 0, Xxxxxx Xxx 0, Xxxxxxx Corp and the Company Parties 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.

Appears in 1 contract

Samples: Business Combination Agreement (Silverbox Engaged Merger Corp I)

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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 70 Section 6.1 7.1 Conditions to the Obligations of the Parties 89 70 Section 6.2 7.2 Other Conditions to the Obligations of the Parent Parties 90 ARYA 71 Section 6.3 7.3 Other Conditions to the Obligations of the Company Parties 91 72 Section 6.4 7.4 Frustration of Closing Conditions 92 73 ARTICLE 7 8 TERMINATION 92 73 Section 7.1 8.1 Termination 92 73 Section 7.2 8.2 Effect of Termination 93 74 ARTICLE 8 9 MISCELLANEOUS 94 74 Section 8.1 9.1 Non-Survival 94 74 Section 8.2 9.2 Entire Agreement; Assignment 94 75 Section 8.3 9.3 Amendment 94 75 Section 8.4 9.4 Notices 94 75 Section 8.5 9.5 Governing Law 96 76 Section 8.6 9.6 Fees and Expenses 96 76 Section 8.7 9.7 Construction; Interpretation 96 77 Section 8.8 9.8 Exhibits and Schedules 97 77 Section 8.9 9.9 Parties in Interest 97 78 Section 8.10 9.10 Severability 97 78 Section 8.11 9.11 Counterparts; Electronic Signatures 98 78 Section 8.12 9.12 Knowledge of Company; Knowledge of Parent 98 ARYA 78 Section 8.13 9.13 No Recourse 98 79 Section 8.14 9.14 Extension; Waiver 98 79 Section 8.15 9.15 Waiver of Jury Trial 99 79 Section 8.16 Submission to Jurisdiction 99 9.16 Arbitration 80 Section 8.17 9.17 Remedies 100 80 Section 8.18 9.18 Trust Account Waiver 100 SCHEDULES AND 80 EXHIBITS Schedule A PIPE Investors Schedule B Supporting Company Persons Schedule C Required Governing Documents Proposals Exhibit A Form of Parent Certificate of Incorporation Investor Rights Agreement Exhibit B Form of Parent Bylaws Exhibit C Form of PIPE Investor Subscription Warrant Assumption Agreement Exhibit D Form of Advisory Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Transaction Support Agreement Exhibit G Form of Parent Incentive Equity Plan BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7March 17, 20212020, is made by and among HealthCor Catalio 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 (which shall domesticate as a Delaware corporation prior to the Closing) (ParentARYA”), Optimus Immatics Merger Sub I, Inc.1, a Delaware corporation Cayman Islands exempted company (“ARYA Merger Sub”) and Immatics Merger Sub I2, a Cayman Islands exempted company (“IB Merger Sub”), Optimus Merger Sub II, Inc., a Delaware corporation (“Merger Sub II,” and together with Merger Sub ITopCo, the Company, ARYA and the Merger Subs”), Hyperfine, Inc., a Delaware corporation (“Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal,” and together with Hyperfine, the “Company Parties”). Parent, Merger Subs and the Company Parties 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.

Appears in 1 contract

Samples: Business Combination Agreement (Arya Sciences Acquisition Corp.)

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 95 Section 6.1 7.1 Conditions to the Obligations of the Parties 89 95 Section 6.2 7.2 Other Conditions to the Obligations of the Parent THMA Parties 90 95 Section 6.3 7.3 Other Conditions to the Obligations of the Company Parties 91 96 Section 6.4 7.4 Frustration of Closing Conditions 92 97 ARTICLE 7 8 TERMINATION 92 97 Section 7.1 8.1 Termination 92 97 Section 7.2 8.2 Effect of Termination 93 99 ARTICLE 8 9 MISCELLANEOUS 94 99 Section 8.1 9.1 Non-Survival 94 99 Section 8.2 9.2 Entire Agreement; Assignment 94 100 Section 8.3 9.3 Amendment 94 100 Section 8.4 9.4 Notices 94 100 Section 8.5 9.5 Governing Law 96 101 Section 8.6 9.6 Fees and Expenses 96 101 Section 8.7 9.7 Construction; Interpretation 96 102 Section 8.8 9.8 Exhibits and Schedules 97 102 Section 8.9 9.9 Parties in Interest 97 103 Section 8.10 9.10 Severability 97 103 Section 8.11 9.11 Counterparts; Electronic Signatures 98 103 Section 8.12 9.12 Knowledge of Company; Knowledge of Parent 98 THMA 103 Section 8.13 9.13 No Recourse 98 104 Section 8.14 9.14 Extension; Waiver 98 104 Section 8.15 9.15 Waiver of Jury Trial 99 104 Section 8.16 9.16 Submission to Jurisdiction 99 105 Section 8.17 9.17 Remedies 100 105 Section 8.18 9.18 Trust Account Waiver 100 106 EXHIBITS AND SCHEDULES AND EXHIBITS Schedule A PIPE Investors Schedule B Supporting Company Persons Schedule C Required Governing Documents Proposals Exhibit A Form of Parent Certificate of Incorporation Exhibit B Form of Parent Bylaws Exhibit C Form of PIPE Investor Subscription Agreement Exhibit D Form of Advisory Agreement Exhibit E B Form of Registration Rights Agreement Exhibit F 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 Parent 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 July 7June 21, 2021, is made by and among HealthCor Catalio Thimble Point Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“ParentTHMA”), Optimus Oz Merger Sub ISub, Inc., a Delaware corporation (“Merger Sub ISub”), Optimus Merger Sub IIand Pear Therapeutics, Inc., a Delaware corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Hyperfine, Inc., a Delaware corporation (“Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal,” and together with Hyperfine, the “Company PartiesCompany”). ParentTHMA, Merger Subs Sub and the Company Parties 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.

Appears in 1 contract

Samples: Business Combination Agreement (Thimble Point Acquisition Corp.)

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 87 Section 6.1 Conditions to the Obligations of the Parties 89 87 Section 6.2 Other Conditions to the Obligations of the Parent TortoiseCorp III Parties 90 87 Section 6.3 Other Conditions to the Obligations of the Company Parties 91 Section 6.4 Frustration of Closing Conditions 92 89 ARTICLE 7 TERMINATION 92 90 Section 7.1 Termination 92 90 Section 7.2 Effect of Termination 93 91 ARTICLE 8 MISCELLANEOUS 94 92 Section 8.1 Non-Survival 94 92 Section 8.2 Entire Agreement; Assignment 94 92 Section 8.3 Amendment 94 92 Section 8.4 Notices 94 92 Section 8.5 Governing Law 96 93 Section 8.6 Fees and Expenses 96 94 Section 8.7 Construction; Interpretation 96 94 Section 8.8 Exhibits and Schedules 97 95 Section 8.9 Parties in Interest 97 95 Section 8.10 Severability 97 95 Section 8.11 Counterparts; Electronic Signatures 98 95 Section 8.12 Knowledge of Company; Knowledge of Parent 98 TortoiseCorp III 95 Section 8.13 No Recourse 98 96 Section 8.14 Extension; Waiver 98 96 Section 8.15 Waiver of Jury Trial 99 96 Section 8.16 Submission to Jurisdiction 99 97 Section 8.17 Remedies 100 98 Section 8.18 Trust Account Waiver 100 SCHEDULES 98 ANNEXES AND EXHIBITS Schedule A PIPE Investors Schedule B Supporting Company Persons Schedule C Required Governing Documents Proposals Exhibit A Form of Parent Certificate of Incorporation Sponsor Letter Agreement Exhibit B Form of Parent Bylaws Exhibit C Form of PIPE Investor Subscription Agreement Exhibit D Form of Advisory Agreement Exhibit E Form of Registration Rights Agreement Exhibit F C Form of Transaction Support Agreement Exhibit G D Form of Parent Incentive Equity Plan Contingent Stock Rights Agreement BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7August 14, 20212023, is made by and among HealthCor Catalio (i) TortoiseEcofin Acquisition Corp.Corp. III, a Cayman Islands exempted company incorporated with limited liability (which shall domesticate as “TortoiseCorp III”), (ii) TRTL III Merger Sub Inc., a Delaware corporation prior to the Closing) and a wholly-owned subsidiary of TortoiseCorp III (“ParentMerger Sub”), Optimus Merger Sub I, and (iii) One Energy Enterprises Inc., a Delaware corporation (“Merger Sub I”), Optimus Merger Sub II, Inc., a Delaware corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Hyperfine, Inc., a Delaware corporation (“Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal,” and together with Hyperfine, the “Company PartiesCompany”). ParentTortoiseCorp III, Merger Subs Sub and the Company Parties 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.

Appears in 1 contract

Samples: Business Combination Agreement (TortoiseEcofin Acquisition Corp. III)

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 94 Section 6.1 Conditions to the Obligations of the Parties 89 94 Section 6.2 Other Conditions to the Obligations of the Parent TortoiseCorp III Parties 90 94 Section 6.3 Other Conditions to the Obligations of the Company Parties 91 Section 6.4 Frustration of Closing Conditions 92 96 ARTICLE 7 TERMINATION 92 97 Section 7.1 Termination 92 97 Section 7.2 Effect of Termination 93 99 ARTICLE 8 MISCELLANEOUS 94 99 Section 8.1 Non-Survival 94 99 Section 8.2 Entire Agreement; Assignment 94 99 Section 8.3 Amendment 94 100 Section 8.4 Notices 94 100 Section 8.5 Governing Law 96 101 Section 8.6 Fees and Expenses 96 101 Section 8.7 Construction; Interpretation 96 101 Section 8.8 Exhibits and Schedules 97 102 Section 8.9 Parties in Interest 97 102 Section 8.10 Severability 97 102 Section 8.11 Counterparts; Electronic Signatures 98 103 Section 8.12 Knowledge of Company; Knowledge of Parent 98 TortoiseCorp III 103 Section 8.13 No Recourse 98 103 Section 8.14 Extension; Waiver 98 104 Section 8.15 Waiver of Jury Trial 99 104 Section 8.16 Submission to Jurisdiction 99 104 Section 8.17 Remedies 100 105 Section 8.18 Trust Account Waiver 100 SCHEDULES 105 AMENDED AND EXHIBITS Schedule A PIPE Investors Schedule B Supporting Company Persons Schedule C Required Governing Documents Proposals Exhibit A Form of Parent Certificate of Incorporation Exhibit B Form of Parent Bylaws Exhibit C Form of PIPE Investor Subscription Agreement Exhibit D Form of Advisory Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Transaction Support Agreement Exhibit G Form of Parent Incentive Equity Plan RESTATED BUSINESS COMBINATION AGREEMENT This AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7February 14, 20212024, is made by and among HealthCor Catalio (i) TortoiseEcofin Acquisition Corp.Corp. III, a Cayman Islands exempted company incorporated with limited liability (which shall domesticate as “TortoiseCorp III”), (ii) TRTL Holding Corp., a Delaware corporation prior to the Closing) and a wholly owned subsidiary of TortoiseCorp III (“ParentPubco”), Optimus (iii) TRTL III First Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“TRTL Merger Sub ISub”), Optimus (iv) OEE Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Company Merger Sub II,Sub” and together with TRTL Merger Sub ISub, the “Merger Subs”), Hyperfine, and (v) One Energy Enterprises Inc., a Delaware corporation (“Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal,” and together with Hyperfine, the “Company PartiesCompany”). ParentTortoiseCorp III, Pubco, the Merger Subs and the Company Parties 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.

Appears in 1 contract

Samples: Business Combination Agreement (TortoiseEcofin Acquisition Corp. III)

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 83 Section 6.1 Conditions to the Obligations of the Parties 89 83 Section 6.2 Other Conditions to the Obligations of the Parent Parties 90 83 Section 6.3 Other Conditions to the Obligations of the Company Parties 91 84 Section 6.4 Frustration of Closing Conditions 92 85 TABLE OF CONTENTS (continued) Page ARTICLE 7 TERMINATION 92 86 Section 7.1 Termination 92 86 Section 7.2 Effect of Termination 93 87 ARTICLE 8 MISCELLANEOUS 94 INDEMNIFICATION 87 Section 8.1 Non-Survival 94 87 Section 8.2 Indemnification by Group Companies 88 Section 8.3 Limitations on Indemnification 89 Section 8.4 Claim Procedure 90 Section 8.5 Indemnification Payments 91 Section 8.6 Sole Recourse; Payments from Escrow Account 91 Section 8.7 Exclusive Remedy 91 Section 8.8 Right of Offset 92 Section 8.9 Claims Unaffected by Investigation 92 Section 8.10 Mitigation 92 ARTICLE 9 MISCELLANEOUS 92 Section 9.1 Entire Agreement; Assignment 94 92 Section 8.3 9.2 Amendment 94 92 Section 8.4 9.3 Notices 94 92 Section 8.5 9.4 Governing Law 96 93 Section 8.6 9.5 Fees and Expenses 96 93 Section 8.7 9.6 Construction; Interpretation 96 94 Section 8.8 9.7 Exhibits and Schedules 97 94 Section 8.9 9.8 Parties in Interest 97 95 Section 8.10 9.9 Severability 97 95 Section 8.11 9.10 Counterparts; Electronic Signatures 98 95 Section 8.12 9.11 Knowledge of Company; Knowledge of Parent 98 95 Section 8.13 9.12 No Recourse 98 95 Section 8.14 9.13 Extension; Waiver 98 96 Section 8.15 9.14 Waiver of Jury Trial 99 96 Section 8.16 9.15 Submission to Jurisdiction 99 96 Section 8.17 9.16 Remedies 100 97 Section 8.18 9.17 Trust Account Waiver 100 97 Section 9.18 Acknowledgement of Amendment and Restatement 97 SCHEDULES AND EXHIBITS Schedule A PIPE Investors Schedule B Supporting Company Persons Schedule C Required Governing Documents Proposals Schedule B PIPE Investors Exhibit A Form of Parent Certificate of Incorporation Exhibit B Form of Parent Bylaws Certificate of Designations Exhibit C Form of PIPE Investor Subscription Agreement Parent Bylaws Exhibit D Form of Advisory Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Transaction Support Agreement Exhibit G Form of Parent Incentive Equity Plan Stock Option Grants SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7October 6, 20212022, is made by and among HealthCor Catalio Digital Health Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Parent”), Optimus DHAC Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), Optimus DHAC Merger Sub II, Inc., a Delaware Texas corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), HyperfineVSee Lab, Inc., a Delaware corporation (“HyperfineVSee”), and Liminal SciencesiDoc Virtual Telehealth Solutions, Inc., a Delaware Texas corporation (“LiminaliDoc,” and together with HyperfineVSee, the “Company Parties”). Parent, Merger Subs and the Company Parties 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.

Appears in 1 contract

Samples: Business Combination Agreement (Digital Health Acquisition Corp.)

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