Common use of Conditions to Obligations of Each Party’s Obligations Clause in Contracts

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) The Required SPAC Shareholder Approval shall have been obtained. (b) The Company Shareholder Approval shall have been obtained. (c) SPAC shall have at least $5,000,001 of net tangible assets following any SPAC Shareholder Redemption. (d) There shall not be in effect any injunction or other order of any Governmental Entity of competent jurisdiction prohibiting, enjoining or making illegal the consummation of the Transactions. (e) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and shall not be subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the Registration Statement. (f) The Class A Company Ordinary Shares issuable as the Merger Consideration, as well as the Company Warrants to be issued in connection with the Closing, shall be approved for listing upon the Closing on the NASDAQ (or any other public stock market or exchange in the United States as may be agreed by the Company and SPAC), subject to notice of official issuance. (g) The waiting period or periods under the HSR Act applicable to the Transactions shall have expired or been terminated.

Appears in 2 contracts

Samples: Merger Agreement (Pagaya Technologies Ltd.), Merger Agreement (EJF Acquisition Corp.)

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Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) The Required At the SPAC Shareholder Special Meeting (including any adjournments thereof), the SPAC Stockholder Approval (including the SPAC Minority Stockholder Approval) shall have been obtained. (b) The At the Company Special Meeting (including any adjournments thereof), the Company Shareholder Approval shall have been obtained. (c) SPAC shall have at least $5,000,001 of net tangible assets following any SPAC Shareholder Redemption. (d) There shall not be in effect any injunction or other order of any Governmental Entity of competent jurisdiction prohibiting, enjoining enjoining, restricting or making illegal the consummation of the Transactions. (ed) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and shall not be subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the Registration Statement. (fe) The Class A Company Ordinary Shares issuable in the Reclassification (as adjusted by the Stock Split) and the Company Ordinary Shares issuable as the Merger Consideration, as well as the Company Warrants to be issued in connection with the Closing, shall be approved for listing upon the Closing on the NASDAQ (or any other public stock market or exchange in the United States as may be agreed by the Company and SPAC), subject to notice of official issuance. (g) The waiting period or periods under the HSR Act applicable to the Transactions shall have expired or been terminated.

Appears in 1 contract

Samples: Business Combination Agreement (MedTech Acquisition Corp)

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Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) The Required At the SPAC Shareholder Special Meeting (including any adjournments thereof), the SPAC Stockholder Approval shall have been obtained. (b) The Company Shareholder Approval shall have been obtained. (c) SPAC shall have at least $5,000,001 of net tangible assets following any the SPAC Shareholder Stockholder Redemption. (d) There shall not be in effect any injunction or other order of any Governmental Entity of competent jurisdiction prohibiting, enjoining enjoining, restricting or making illegal the consummation of the Transactions. (e) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and shall not be subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the Registration Statement. (f) The Class A Company Ordinary Common Shares issuable in the Reclassification (as adjusted by the Stock Split) and the Company Common Shares issuable as the Merger Consideration, as well as the Company Warrants to be issued in connection with the Closing, shall be approved for listing upon the Closing on the NASDAQ (or any other public stock market or exchange in the United States as may be agreed by the Company and SPAC), subject to notice of official issuance. (g) The waiting period or periods under the HSR Act applicable to the Transactions shall have expired or been terminated.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fintech Acquisition Corp V)

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