Common use of Conditions to Obligations of Acquiror, Merger Sub and the Company Clause in Contracts

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Company Stockholder Approval shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq.

Appears in 2 contracts

Samples: Merger Agreement (Xos, Inc.), Merger Agreement (NextGen Acquisition Corp)

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Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditionsconditions at or prior to Closing, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Stockholder Approval shall have been obtained; (b) The Company Stockholder Approval shall have been obtained; (c) The Acquiror Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Acquiror Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under Internal Reorganization and the HSR Act applicable to Distribution and the other transactions contemplated by this the Separation and Distribution Agreement and the Ancillary Agreements shall have expired or terminated, as applicablebeen consummated in accordance with the Separation and Distribution Agreement; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and (g) The shares of Domesticated Acquiror Class A Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq.

Appears in 2 contracts

Samples: Merger Agreement (KINS Technology Group, Inc.), Merger Agreement (Inpixon)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditionsconditions at or prior to Closing, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods (and any extension thereof) under the HSR Act applicable to the transactions contemplated by this Agreement, the Whizz Purchase Agreement, the Compass AC Merger Agreement and the Ancillary Agreements Agreements, and any commitment to, or agreement (including any timing agreement) with, any Governmental Authority not to close the transactions contemplated by this Agreement, the Whizz Purchase Agreement, the Compass AC Merger Agreement and the Ancillary Agreements, shall have expired or been terminated, as applicable; (e) There shall not (i) be in force any Governmental OrderOrder or Law enjoining, statutepreventing, rule making unlawful or regulation restraining, enjoining or otherwise prohibiting the consummation of the Mergertransactions contemplated by this Agreement, the Whizz Purchase Agreement, the Compass AC Merger Agreement and the Ancillary Agreements; provided, provided that the Governmental Authority issuing or entering such Governmental Order Order, or enacting or promulgating such Law, has jurisdiction over the parties hereto with respect to the transactions contemplated herebyby this Agreement, the Whizz Purchase Agreement, the Compass AC Merger Agreement and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibitedAncillary Agreements; (f) Acquiror 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); and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been be conditionally approved for listing upon the Closing on NasdaqNasdaq subject to any requirement to have a sufficient number of round lot holders of the Domesticated Acquiror Common Stock.

Appears in 1 contract

Samples: Merger Agreement (ACE Convergence Acquisition Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Stockholder Approval shall have been obtained; (b) The Company Stockholder Approval shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, Order enjoining or otherwise prohibiting the consummation of the MergerMerger or any Law that makes the consummation of the Merger illegal or otherwise prohibited; provided, provided that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger Registration Statement Securities shall have been approved for listing on Nasdaq.

Appears in 1 contract

Samples: Merger Agreement (Broadscale Acquisition Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditionsconditions at or prior to Closing, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods (and any extension thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq.

Appears in 1 contract

Samples: Merger Agreement (ACE Convergence Acquisition Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Stockholder Approval shall have been obtained; (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order or enacting such statute, rule or regulation has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and (ge) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq.

Appears in 1 contract

Samples: Merger Agreement (Welsbach Technology Metals Acquisition Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The the Acquiror Shareholder Approval shall have been obtainedobtained with respect to all Transaction Proposals; (b) The the Company Stockholder Approval Approvals shall have been obtained; (c) The the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There there shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, Order enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror shall have at least $5,000,001 of net tangible assets after giving effect to the FPA Investment and PIPE Investment (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (g) The the shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaqthe Nasdaq or, if requested by the Company pursuant to Section 7.3, NYSE.

Appears in 1 contract

Samples: Merger Agreement (Northern Genesis Acquisition Corp. II)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may may, to the extent permitted by law, be waived in writing by all of such partiesParties: (a) The Acquiror Shareholder Stockholder Approval shall have been obtainedobtained with respect to the Required Transaction Proposals; (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The Proxy Statement / Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy Statement / Registration Statement shall have been issued by the SEC and shall remain in effect and no proceedings for that purpose seeking such a stop order shall have been initiated or threatened by the SEC and not withdrawn; (d) The All waiting period or periods under the HSR Act (and any extensions thereof, including any agreement with any Governmental Authority to delay consummation of the Transactions) applicable to the transactions contemplated by this Agreement and the Ancillary Agreements Transactions shall have expired or been terminated, as applicable; (e) The Secretary of State shall have approved the Transactions as provided for by section 13 of the NSI Act; (f) There shall not (i) be in force any Governmental OrderOrder or other Law enjoining, statute, rule prohibiting or regulation restraining, enjoining or otherwise prohibiting making illegal the consummation of the Merger; provided, that the Governmental Authority issuing issuing, enacting or promulgating such Governmental Order or other Law has jurisdiction over the parties hereto Parties with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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)Transactions; and (g) The shares of Domesticated Acquiror Class A Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof.

Appears in 1 contract

Samples: Merger Agreement (BurTech Acquisition Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the First Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Extension Approval shall have been obtained; (b) The Company Stockholder Acquiror Shareholder Approval shall have been obtained; (c) The Company Stockholder Approvals shall have been obtained; (d) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose purposes shall have been initiated or threatened by the SEC and not withdrawn; (de) The All waiting period or periods under the HSR Act applicable to the Mergers shall have expired or been terminated; (f) All other material permits, approvals, clearances, and consents of or filings with any Antitrust Authorities required to be procured or made by Acquiror, Merger Sub and the Company in connection with the Mergers and the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired been procured or terminatedmade, as applicable; (eg) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Mergers; (h) There shall not be pending any Legal Proceedings by any Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect seeking to the transactions contemplated hereby, and (ii) have been adopted any Law restrain or regulation that would result in prohibit the consummation of the Merger being illegal Mergers or otherwise prohibitedany other transaction contemplated hereby; (fi) The Available Acquiror Cash shall have at least be no less than Fifty Million Dollars ($5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act50,000,000); and (gj) Following payment by Acquiror to its stockholders who have validly elected to have their Acquiror Common Shares redeemed for cash pursuant to Article 48 of the Acquiror Governing Documents and as part of the Acquiror Share Redemptions, the amount of immediately available cash in the Trust Account shall be no less than $5,000,001 (the “Minimum Trust Release Amount”); and (k) The shares of Domesticated Acquiror Common Stock to be issued in connection with the First Merger shall have been conditionally approved for listing on NasdaqNASDAQ, subject to run-off of Acquiror’s current listing and official notice from NASDAQ of such issuance with respect to Acquiror’s post-combination listing.

Appears in 1 contract

Samples: Merger Agreement (GP Investments Acquisition Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The respective obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by Acquiror, Merger Sub and the Company), as of the Closing, of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The the Acquiror Shareholder Stockholder Approval (including approval of the Binding Charter Proposal among other Transaction Proposals but excluding approval of the Advisory Charter Proposal) shall have been obtainedduly obtained in accordance with the DGCL, Acquiror’s Governing Documents and Nasdaq rules; (b) The the Company Stockholder Approval shall have been obtainedduly obtained in accordance with the DGCL and the Company’s Governing Documents; (c) The the Registration Statement shall have become been declared effective under the Securities Act and Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC which remains in effect and no proceedings for that purpose proceeding seeking such a stop order shall have been initiated or threatened by the SEC and not withdrawnwhich remains pending; (d) The the applicable waiting period or periods period(s) (and any extension(s) thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There there shall not (i) be in force effect any Governmental Order, statute, rule Order or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the other Law from any Governmental Authority issuing such Governmental Order has of competent jurisdiction over the parties hereto with respect to the transactions contemplated herebythat enjoins, and (ii) have been adopted any Law prohibits or regulation that would result in makes illegal the consummation of the Merger being illegal or otherwise prohibited;any other transaction contemplated in Article II, Article III or Article IV; and (f) Acquiror shall have, and shall not have redeemed shares of Acquiror Class A Stock in an amount that would cause Acquiror not to have, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (g) The shares of Domesticated Acquiror Common Stock immediately prior to be issued in connection with or upon the Merger shall have been approved for listing on NasdaqClosing.

Appears in 1 contract

Samples: Merger Agreement (B. Riley Principal 150 Merger Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaqthe NYSE.

Appears in 1 contract

Samples: Merger Agreement (Colonnade Acquisition Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger Transactions at the Closing is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Stockholders’ Approval shall have been obtained; (b) The All notices, approvals or consents, and all waiting or other periods, under the Laws set forth and described on Section 8.1(b) of the Company Stockholder Approval Disclosure Letter (collectively, the “Regulatory Approvals”) shall have been obtainedmade, obtained or have expired or been terminated, as applicable; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration definitive Proxy Statement shall have been issued filed under the Exchange Act and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawnwith respect to the Proxy Statement; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements No Governmental Authority shall have expired enacted, issued, promulgated, enforced or terminatedentered any Law (whether temporary, as applicablepreliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; (e) There Each of the Ancillary Agreements shall be in full force and effect and shall not (i) be in force have been rescinded by any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Mergerparties thereto; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited;and (f) Acquiror The Delayed Contribution 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); and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaqoccurred.

Appears in 1 contract

Samples: Merger Agreement (CF Acquisition Corp. VIII)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is Transactions are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The the Acquiror Shareholder Approval (other than with respect to “(D)”, “(G)” and “(H)” referenced in the definition thereof) shall have been obtained; (b) The Company Stockholder Approval shall have the Investor Investment has been obtainedconsummated or will be consummated prior to the Merger; (c) The Registration Statement the Refinancing shall have become effective under been, or substantially concurrent with the Securities Act and no stop order suspending the effectiveness of the Registration Statement Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawnbe, consummated; (d) The any applicable waiting period or periods under the HSR Act applicable relating to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or terminatedbeen terminated and the parties shall have obtained all consents, as applicablewaivers, clearances and approvals required under any applicable Competition Laws for the jurisdictions set forth on Section 8.1 of the Company Disclosure Letter; (e) There there shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, Order enjoining or otherwise prohibiting the consummation of the MergerMerger or any Law that makes the consummation of the Merger illegal or otherwise prohibited; provided, provided that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) the shares of Acquiror Common Stock contemplated to be listed pursuant to this Agreement shall have been listed on the NYSE and shall be eligible for continued listing on the NYSE immediately following the Closing (as if it were a new initial listing by an issuer that had never been listed prior to Closing); and (g) Acquiror 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); and (g) The shares after giving effect to the payment of Domesticated the Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on NasdaqShare Redemption Amount.

Appears in 1 contract

Samples: Merger Agreement (M3-Brigade Acquisition II Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The the Acquiror Shareholder Stockholder Approval shall have been obtainedobtained with respect to the Transaction Proposals described in clauses (A), (B), (C), (D), (E), (F) and (H) of Section 9.2(c); (b) The the Company Stockholder Approval Approvals shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The all waiting period or periods under the HSR Act (and any extensions thereof) applicable to the transactions contemplated by this Agreement and hereby under the Ancillary Agreements HSR Act shall have expired or been terminated, as applicable; (e) There there shall not (i) be in force any Governmental Order, statute, rule Order or regulation restraining, Law enjoining or otherwise prohibiting prohibiting, the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order or Law has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror shall have at least five million and one Dollars ($5,000,001 5,000,001) of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act)) after giving effect to the payment of the Acquiror Share Redemption Amount, the PIPE Investment and the transactions contemplated by the Forward Purchase Agreement; and (g) The the shares of Domesticated Acquiror Class A Common Stock to be issued in connection with the Merger shall have been approved for listing on NasdaqNASDAQ, subject only to official notice of issuance thereof, and, as of immediately following the Effective Time, Acquiror shall satisfy any applicable initial and continuing listing requirements of NASDAQ, and Acquiror shall not have received any notice of non-compliance therewith from NASDAQ that has not been cured or would not be cured at or immediately following the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (ECP Environmental Growth Opportunities Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may may, to the extent permitted by law, be waived in writing by all of such parties: (a) The Acquiror Shareholder Stockholder Approval shall have been obtainedobtained with respect to the Required Transaction Proposals; (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The Proxy Statement / Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy Statement / Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The applicable waiting period or periods under the HSR Act (and any extensions thereof, including any agreement with any Governmental Authority to delay consummation of the transactions contemplated by this Agreement) applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibitedTransactions; (f) Acquiror 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); and (g) The shares of Domesticated Acquiror Class A Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq, subject to official notice of issuance thereof.

Appears in 1 contract

Samples: Merger Agreement (Arrowroot Acquisition Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may may, to the extent permitted by law, be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtainedobtained with respect to the Transaction Proposals identified in clauses (A), (B), (C), (D), (E), (G), (H) and (I) of Section 8.2(b)(ii); (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The Proxy Statement / Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy Statement / Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The applicable waiting period or periods under the HSR Act (and any extensions thereof, including any agreement with any Governmental Authority to delay consummation of the transactions contemplated by this Agreement) applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and; (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq, subject to official notice of issuance thereof; and (h) In the event the Company determines a Second Merger is necessary pursuant to Section 2.7 of this Agreement and the Company has not obtained the Second Merger Consents, the number of shares of Company Capital Stock that constitute Dissenting Shares is less than or equal to twenty percent (20%) of the shares of Company Capital Stock outstanding immediately prior to the Effective Time; provided, that the condition set forth in this Section 9.1(h) shall not be deemed a condition to the Company’s obligations to consummate, or cause to be consummated, the Merger if the Company has not complied with its obligations to obtain the Second Merger Consents in accordance with Section 8.3(a).

Appears in 1 contract

Samples: Merger Agreement (Marquee Raine Acquisition Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company Parties to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which which, if permitted by applicable Law, may be waived in writing by all of such parties: (a) The Acquiror Shareholder Stockholder Approval shall have been obtainedobtained with respect to the Transaction Proposals described in clauses (1) through (3), (6) and (7) of Section 8.2(b); (b) The Company Stockholder Approval Member Approvals shall have been obtained; (c) The Proxy Statement/Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy Statement/Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The All required filings under the HSR Act shall have been completed, and the waiting period or periods (or any extension thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and) after giving effect to the transactions contemplated hereby, including the exercise of the Acquiror Stockholder Redemptions in accordance with Acquiror’s Governing Documents, the PIPE Investment, and the Forward Purchase Agreement; (g) The Pre-Closing Restructuring shall have been completed no later than one (1) Business Day prior to the Closing Date in accordance with the Pre-Closing Restructuring Plan; and (h) The shares of Domesticated Acquiror Class A Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq, and, immediately following the Effective Time, Acquiror shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Acquiror 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.

Appears in 1 contract

Samples: Merger Agreement (Khosla Ventures Acquisition Co.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Company Stockholder Equityholder Approval shall have been obtained; (c) Acquiror 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), except in the event that Acquiror’s Governing Documents shall have been amended to remove such requirement prior to or concurrently with the Closing; (d) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule Order or regulation restraining, any Law enjoining or otherwise prohibiting the consummation of the MergerMerger or any Law that makes the consummation of the Merger illegal or otherwise prohibited; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and (gf) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on NasdaqNASDAQ or an Alternate Exchange, as applicable, as of the Closing Date.

Appears in 1 contract

Samples: Merger Agreement (Growth for Good Acquisition Corp)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger Transactions at the Closing is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Stockholders’ Approval and the Company Written Consent shall have been obtained; (b) The All approvals or consents, and all waiting or other periods, under the Laws set forth and described on Section 8.1(b) of the Company Stockholder Approval Disclosure Letter (collectively, the “Regulatory Approvals”) shall have been obtainedobtained or have expired or been terminated, as applicable; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and (g) The shares of Domesticated Acquiror Class A Common Stock to be issued in connection with the Merger Transactions shall have been approved for listing on Nasdaq, subject to any requirement to have a sufficient number of round lot holders of the Acquiror Class A Common Stock; (e) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; and (f) Upon the Closing, after giving effect to any Acquiror Share Redemption and any PIPE Investment, Acquiror shall have net tangible assets of at least $5,000,001.

Appears in 1 contract

Samples: Merger Agreement (CF Finance Acquisition Corp II)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements, shall have expired or been terminated; (d) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (e) Acquiror 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) after giving effect to the payment of the Acquiror Share Redemption Amount; (f) The Listing Application shall have been approved by NYSE (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable initial and continuing listing requirements of NYSE, and Acquiror shall not have received any notice of non-compliance therewith from NYSE that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on NYSE; (g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and (gh) The shares of Domesticated Acquiror Common Stock Either the (i) the FINRA Approval shall have been obtained, which approval shall be in full force and effect, or (ii) thirty (30) days shall have passed since a substantially complete Continuing Membership Application shall have been submitted, and FINRA shall have notified the Company or its Subsidiaries that it does not intend to be issued impose a material membership restriction on the Company Broker-Dealer Subsidiary in connection with the Merger shall have been approved for listing on NasdaqFINRA Approval.

Appears in 1 contract

Samples: Merger Agreement (Social Capital Hedosophia Holdings Corp. V)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger Mergers is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act and any other required regulatory approvals applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have obtained, expired or been terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the MergerMergers; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and; (g) The shares of Domesticated Acquiror Class A Common Stock to be issued in connection with the Merger Mergers shall have been approved for listing on the NYSE, or if mutually agreed by Acquiror and the Company pursuant to Section 7.3, Nasdaq; and (h) The sum of (x) the Trust Amount plus (y) the PIPE Investment Amount, is equal to or greater than $300,000,000.

Appears in 1 contract

Samples: Merger Agreement (Social Capital Hedosophia Holdings Corp. III)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (d) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (e) Acquiror 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) after giving effect to the payment of the Acquiror Share Redemption Amount; (f) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing by the NYSE; (g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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)remain pending; and (gh) The shares size and composition of Domesticated the Board of Directors of Acquiror Common Stock to shall be issued composed as set forth in connection with the Merger shall have been approved for listing on NasdaqSection 7.6.

Appears in 1 contract

Samples: Merger Agreement (One)

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Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger Transactions at the Closing is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Stockholders’ Approval and the Company Written Consent shall have been obtained; (b) The Company Stockholder Approval All approvals or consents, and all waiting or other periods, under the Laws set forth and described on Schedule 8.1(b) (collectively, the “Regulatory Approvals”) shall have been obtainedobtained or have expired or been terminated, as applicable; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and (g) The shares of Domesticated Acquiror Class A Common Stock to be issued in connection with the Merger Transactions shall have been approved for listing on NasdaqNasdaq or NYSE, subject to any requirement to have a sufficient number of round lot holders of the Acquiror Class A Common Stock, and the outstanding shares of Acquiror Class A Common Stock held by Public Stockholders shall be listed on such exchange on the Closing Date; (e) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; and (f) Upon the Closing, after giving effect to any Acquiror Share Redemption and any PIPE Investment, Acquiror shall have net tangible assets of at least $5,000,001.

Appears in 1 contract

Samples: Merger Agreement (CF Finance Acquisition Corp. III)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and; (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaqthe Nasdaq or, if requested by the Company pursuant to Section 7.3, NYSE; and (h) The sum of (x) the Trust Amount plus (y) the Third-Party PIPE Investment Amount, is equal to or greater than $200,000,000.

Appears in 1 contract

Samples: Merger Agreement (Social Capital Hedosophia Holdings Corp. II)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all both of such partiesAcquiror and the Company: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Approvals and the Company Stockholder Approval shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (fb) Acquiror 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) after giving effect to the Acquiror Share Redemption; (c) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (d) All consents, approvals, registrations, declarations and other filings of and with Governmental Authorities and the expiration of any applicable waiting periods, in each case, set forth on Schedule 9.1(d) shall have been obtained, filed or expired (as applicable) (collectively, “Regulatory Approvals”); (e) All consents and approvals of and with third parties set forth on Schedule 9.1(e) shall have been obtained or filed; (f) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (g) The Board of Acquiror has been expanded in size to accommodate the number of directors contemplated by Section 7.7 and the Persons designated pursuant to Section 7.7(a)(ii) shall have been approved by the Acquiror Shareholders or otherwise have been replaced with an alternative Person pursuant to Section 7.7(c) (in each case, with such appointments to take effect immediately following the Closing); and (gh) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger Registration Statement shall have been approved for listing on Nasdaqdeclared effective by the SEC and remain effective as of the Closing, with no stop order or similar order in effect with respect thereto.

Appears in 1 contract

Samples: Merger Agreement (Motive Capital Corp)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Stockholder Approval shall have been obtained; (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq.

Appears in 1 contract

Samples: Merger Agreement (Welsbach Technology Metals Acquisition Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Company Stockholder Approval shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose purposes shall have been initiated or threatened by the SEC and not withdrawn; (dc) The All waiting period or periods under the HSR Act applicable to the Merger shall have expired or been terminated; (d) All other material permits, approvals, clearances, and consents of or filings with any Antitrust Authorities required to be procured or made by Acquiror, Merger Sub and the Company in connection with the Merger and the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired been procured or terminatedmade, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the ; (f) There shall not be pending any Legal Proceedings by any Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect Entity seeking to the transactions contemplated hereby, and (ii) have been adopted any Law restrain or regulation that would result in prohibit the consummation of the Merger being illegal or otherwise prohibitedany other transaction contemplated hereby; (f) Acquiror 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); and (g) The holders of at least sixty percent (60%) of the outstanding shares of Domesticated Common Stock shall have approved this Agreement and Merger; (h) Holders of not more than thirty percent (30%) of the outstanding shares of Acquiror Common Stock to be issued in connection with the Merger shall have been approved elected to have their Acquiror Common Shares redeemed for listing on Nasdaqcash pursuant to Article 48 of the Acquiror Governing Documents and as part of the Acquiror Share Redemption; and (i) Following payment by Acquiror to its stockholders who have validly elected to have their Acquiror Common Shares redeemed for cash pursuant to Article 48 of the Acquiror Governing Documents and as part of the Acquiror Share Redemption, the amount of immediately available cash in the Trust Account shall be no less than $122,000,000.

Appears in 1 contract

Samples: Merger Agreement (GP Investments Acquisition Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Stockholder Approval shall have been obtained; (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) All consents, approvals and authorizations set forth on Section 9.1(e) of the Company Disclosure Letter shall have been obtained from and made with all applicable Governmental Authorities; (f) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (fg) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(11(g) (1) of the Exchange Act)) after giving effect to the payment of the Acquiror Share Redemption Amount; and (gh) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaqthe Nasdaq or, if requested by the Company pursuant to Section 7.3, the NYSE.

Appears in 1 contract

Samples: Merger Agreement (BowX Acquisition Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may may, to the extent permitted by law, be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtainedobtained with respect to the Transaction Proposals identified in clauses (A), (B), (C), (D), (E), (G), (H) and (I) of Section 8.2(b)(ii); (b) The Company Stockholder Unitholder Approval shall have been obtained; (c) The Proxy Statement / Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy Statement / Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The applicable waiting period or periods under the HSR Act (and any extensions thereof, including any agreement with any Governmental Authority to delay consummation of the transactions contemplated by this Agreement) applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, the Parties shall have received CFIUS Approval, if and as applicablerequired or otherwise deemed advisable by the Parties after good faith discussions; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation or other action restraining, enjoining or otherwise prohibiting the consummation of the MergerMerger or otherwise making the consummation of the Merger illegal or otherwise prohibited; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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)) remaining after the Share Redemptions; and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaqthe NYSE, subject to official notice of issuance thereof.

Appears in 1 contract

Samples: Merger Agreement (Tiga Acquisition Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Company Stockholder Equityholder Approval shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, Order enjoining or otherwise prohibiting the consummation of the MergerMerger or any Law that makes the consummation of the Merger illegal or otherwise prohibited; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and (g) The shares of Domesticated Acquiror Class A Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq.

Appears in 1 contract

Samples: Merger Agreement (Reinvent Technology Partners Y)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The respective obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by Acquiror, Merger Sub and the Company), as of the Closing, of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The the Acquiror Shareholder Stockholder Approval shall have been obtainedduly obtained in accordance with the DGCL, Acquiror’s Governing Documents and Nasdaq rules; (b) The the Company Stockholder Approval shall have been obtainedduly obtained in accordance with the DGCL and the Company’s Governing Documents; (c) The the Registration Statement shall have become been declared effective under the Securities Act and Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC which remains in effect and no proceedings for that purpose proceeding seeking such a stop order shall have been initiated or threatened by the SEC and not withdrawnwhich remains pending; (d) The the applicable waiting period or periods period(s) (and any extension(s) thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There there shall not (i) be in force effect any Governmental Order, statute, rule Order or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the other Law from any Governmental Authority issuing such Governmental Order has of competent jurisdiction over the parties hereto with respect to the transactions contemplated herebythat enjoins, and (ii) have been adopted any Law prohibits or regulation that would result in makes illegal the consummation of the Merger being illegal or otherwise prohibitedany other transaction contemplated in Article II, Article III or Article IV; (f) Acquiror shall have, and shall not have redeemed Acquiror Class A Shares in an amount that would cause Acquiror not to have, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act)) after giving effect to any payments required to be made in connection with Acquiror Share Redemptions and the PIPE Investment Amount; and (g) The shares of Domesticated the Acquiror Common Stock Shares to be issued in connection with the Merger transactions contemplated hereby shall have been approved for listing on NasdaqNasdaq (subject only to official notice of issuance thereof).

Appears in 1 contract

Samples: Merger Agreement (AMCI Acquisition Corp. II)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Company Stockholder Equityholder Approval shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, Order enjoining or otherwise prohibiting the consummation of the MergerMerger or any Law that makes the consummation of the Merger illegal or otherwise prohibited; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on NasdaqNYSE.

Appears in 1 contract

Samples: Merger Agreement (Reinvent Technology Partners)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Stockholder Approval shall have been obtained; (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror 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); and (g) The shares of Domesticated Acquiror Post-Merger Class A Common Stock issuable upon conversion of the Acquiror Post-Merger Class B Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaqthe Stock Exchange, and, immediately following the Effective Time, Acquiror shall satisfy any applicable continuing listing requirements of the Stock Exchange, and Acquiror 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.

Appears in 1 contract

Samples: Merger Agreement (Khosla Ventures Acquisition Co. II)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Company Stockholder Approval Approvals shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicableand the CFIUS Clearance shall have been achieved; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror shall not have at least $5,000,001 redeemed shares of Acquiror Class A Common Shares in an amount that would cause Acquiror’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act)) to be less than $5,000,001; and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaqthe NYSE.

Appears in 1 contract

Samples: Merger Agreement (CITIC Capital Acquisition Corp.)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger Mergers is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approval shall have been obtained; (b) The Company Stockholder Equityholder Approval shall have been obtained; (c) The Domestication shall have occurred as provided in Section 7.7 and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company; (d) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (de) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements Governmental Authorizations set forth in Section 4.5 of the Company Disclosure Schedule shall have obtained, expired or been terminated, as applicable; (ef) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, Order enjoining or otherwise prohibiting the consummation of the MergerMergers or any Law that makes the consummation of the Mergers illegal or otherwise prohibited; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (fg) Acquiror 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); and (gh) The shares of Domesticated Delaware Acquiror Common Stock to be issued in connection with the Merger Mergers shall have been approved for listing on NYSE or, if mutually agreed by Acquiror and the Company pursuant to Section 7.3, Nasdaq.

Appears in 1 contract

Samples: Merger Agreement (Reinvent Technology Partners Z)

Conditions to Obligations of Acquiror, Merger Sub and the Company. The respective obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by Acquiror, Merger Sub and the Company), as of the Closing, of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The the Acquiror Shareholder Approval shall have been obtainedduly obtained in accordance with the Companies Act, Acquiror’s Governing Documents and Nasdaq rules; (b) The the Company Stockholder Approval shall have been obtainedduly obtained in accordance with the DGCL and the Company’s Governing Documents; (c) The the Registration Statement shall have become been declared effective under the Securities Act and Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC which remains in effect and no proceedings for that purpose proceeding seeking such a stop order shall have been initiated or threatened by the SEC and not withdrawnwhich remains pending; (d) The the applicable waiting period or periods period(s) (and any extension(s) thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) There there shall not (i) be in force effect any Governmental Order, statute, rule Order or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the other Law from any Governmental Authority issuing such Governmental Order has of competent jurisdiction over the parties hereto with respect to the transactions contemplated herebythat enjoins, and (ii) have been adopted any Law prohibits or regulation that would result in makes illegal the consummation of the Merger being illegal or otherwise prohibitedany other transaction contemplated in Article II, Article III or Article IV; (f) Acquiror shall have, and shall not have redeemed Acquiror Cayman Class A Shares in an amount that would cause Acquiror not to have, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act)) after giving effect to any payments required to be made in connection with Acquiror Share Redemptions and the PIPE Investment Amount; and (g) The shares of Domesticated the Acquiror Common Stock Delaware Class A Shares to be issued in connection with the Merger transactions contemplated hereby shall have been approved for listing on Nasdaqthe Listing Exchange (subject only to official notice of issuance thereof).

Appears in 1 contract

Samples: Merger Agreement (Soaring Eagle Acquisition Corp.)

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