Conditions to Obligations. Conditions to Obligations of Acquiror, Merger Sub, and the Company 87 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 87 Section 9.3. Conditions to the Obligations of the Company 98 Section 9.4. Frustration of Closing Conditions 89 Section 10.1. Termination 89 Section 10.2. Effect of Termination 90 Section 11.1. Trust Account Waiver 90 Section 11.2. Waiver 91 Section 11.3. Notices 91 Section 11.4. Assignment 92 Section 11.5. Rights of Third Parties 92 Section 11.6. Expenses 93 Section 11.7. Governing Law 93 Section 11.8. Headings; Counterparts 93 Section 11.9. Company and Acquiror Disclosure Letters 93 Section 11.10. Entire Agreement 93 Section 11.11. Amendments 94 Section 11.12. Publicity. 94 Section 11.13. Severability 94 Section 11.14. Jurisdiction; Waiver of Jury Trial. 94 Section 11.15. Enforcement 95 Section 11.16. Non-Recourse 95 Section 11.17. Non-Survival of Representations, Warranties and Covenants 96 Section 11.18. Conflicts and Privilege 96 Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D Form of Lock-Up Agreement This Agreement and Plan of Merger, dated as of February 21, 2021 (this “Agreement”), is made and entered into by and among NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Xos, Inc., a Delaware corporation (the “Company”).
Appears in 1 contract
Conditions to Obligations. Conditions to Obligations of Acquiror, Merger Sub, Acquiror and the Company 87 75 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 87 76 Section 9.3. Conditions to the Obligations of the Company 98 Section 9.4. Frustration of Closing Conditions 89 77 Section 10.1. Termination 89 77 Section 10.2. Effect of Termination 90 79 Section 11.1. Trust Account Waiver 90 79 Section 11.2. Waiver 91 80 Section 11.3. Notices 91 80 Section 11.4. Assignment 92 81 Section 11.5. Rights of Third Parties 92 81 Section 11.6. Expenses 93 81 Section 11.7. Governing Law 93 81 Section 11.8. Headings; Counterparts 93 81 Section 11.9. Company and Acquiror Disclosure Letters 93 82 Section 11.10. Entire Agreement 93 82 Section 11.11. Amendments 94 82 Section 11.12. Publicity. 94 Publicity 82 Section 11.13. Severability 94 83 Section 11.14. Jurisdiction; Waiver of Jury Trial. 94 Trial 83 Section 11.15. Enforcement 95 84 Section 11.16. Non-Recourse 95 84 Section 11.17. Non-Survival of Representations, Warranties and Covenants 96 84 Section 11.18. Conflicts and Privilege 96 85 Section 11.19. Acquiror Post-Closing Action 85 Exhibits Exhibit A Form Members; Allocation of Certificate of Incorporation of Acquiror upon Domestication Aggregate Cash Consideration Exhibit B Form of Bylaws of Acquiror upon Domestication Company A&R LLC Agreement Exhibit C Form of Registration Rights Agreement Exhibit D Form of Lock-Up Agreement Exhibit E Form of Tax Receivable Agreement Exhibit F Company Financial Results This Agreement and Plan of MergerMembership Interests Purchase Agreement, dated as of February March 21, 2021 2023 (this “Agreement”), is made and entered into by and among NextGen Stratim Cloud Acquisition CorporationCorp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Merger Sub Ieach of the individuals listed on the signature pages hereto (each a “Member” and collectively, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (the “Merger SubMembers”) and XosForce Pressure Control, Inc.LLC, a Delaware corporation Texas limited liability company (the “Company”).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Stratim Cloud Acquisition Corp.)
Conditions to Obligations. Conditions to Obligations of Acquiror, Merger Sub, PubCo and the Company 87 BT Entities 81 Section 9.2. 9.2 Conditions to Obligations of Acquiror and Merger Sub 87 PubCo 82 Section 9.3. 9.3 Conditions to the Obligations of the Company 98 BT Entities 83 Section 9.4. Frustration of Closing Conditions 89 10.1 Termination 83 Section 10.1. Termination 89 Section 10.2. 10.2 Effect of Termination 90 85 Section 11.1. 11.1 Trust Account Waiver 90 85 Section 11.2. 11.2 Waiver 91 86 Section 11.3. 11.3 Notices 91 86 Section 11.4. 11.4 Assignment 92 87 Section 11.5. 11.5 Rights of Third Parties 92 87 Section 11.6. 11.6 Expenses 93 88 Section 11.7. 11.7 Governing Law 93 88 Section 11.8. 11.8 Headings; Counterparts 93 88 Section 11.9. Company 11.9 BT Companies and Acquiror PubCo Disclosure Letters 93 88 Section 11.10. 11.10 Entire Agreement 93 89 Section 11.11. 11.11 Amendments 94 89 Section 11.12. Publicity. 94 11.12 Publicity 89 Section 11.13. 11.13 Severability 94 89 Section 11.14. 11.14 Jurisdiction; Waiver of Jury Trial. 94 90 Section 11.15. 11.15 Enforcement 95 90 Section 11.16. 11.16 Non-Recourse 95 90 Section 11.17. 11.17 Non-Survival of Representations, Warranties and Covenants 96 91 Section 11.18. 11.18 Conflicts and Privilege 96 91 Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication PubCo Charter Exhibit B Form of PubCo Bylaws of Acquiror upon Domestication Exhibit C Form of Pre-Closing Restructuring Plan Exhibit D Registration Rights Agreement Exhibit D E Sponsor Support Agreement Exhibit F Form of Lock-Up Tax Receivable Agreement Exhibit G Form of BT OpCo A&R LLC Agreement This Transaction Agreement and Plan of Merger(this “Agreement”), dated as of February 21August 24, 2021 2022 (this the “AgreementExecution Date”), is made and entered into by and among NextGen GSR II Meteora Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Merger Sub I, Inc.Corp, a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger SubPubCo”) ), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”, and Xostogether with PubCo, “GSR Entities”), BT Assets, Inc., a Delaware corporation (the “CompanyBT Assets”), and Lux Vending, LLC, a Georgia limited liability company and a wholly owned subsidiary of BT Assets (“BT OpCo”, and together with BT Assets, “BT Entities”).
Appears in 1 contract
Samples: Transaction Agreement (GSR II Meteora Acquisition Corp.)
Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub, and the Company 87 74 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 87 75 Section 9.3. Conditions to the Obligations of the Company 98 Section 9.4. Frustration of Closing Conditions 89 75 Section 10.1. Termination 89 76 Section 10.2. Effect of Termination 90 77 Section 11.1. Trust Account Waiver 90 77 Section 11.2. Waiver 91 78 Section 11.3. Notices 91 78 Section 11.4. Assignment 92 79 Section 11.5. Rights of Third Parties 92 79 Section 11.6. Expenses 93 79 Section 11.7. Governing Law 93 80 Section 11.8. Headings; Counterparts 93 80 Section 11.9. Company and Acquiror Disclosure Letters 93 80 Section 11.10. Entire Agreement 93 80 Section 11.11. Amendments 94 80 Section 11.12. Publicity. 94 Publicity 80 Section 11.13. Severability 94 81 Section 11.14. Jurisdiction; Waiver of Jury Trial. 94 Trial 81 Section 11.15. Enforcement 95 82 Section 11.16. Non-Recourse 95 82 Section 11.17. Non-Survival of Representations, Warranties and Covenants 96 82 Section 11.18. Conflicts and Privilege 96 83 Exhibits Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Second A&R Charter A-1 Exhibit B Form of Acquiror A&R Bylaws of Acquiror upon Domestication B-1 Exhibit C Form of Registration Rights Agreement C-1 Exhibit D Form of Lock-Up Agreement Incentive Equity Plan D-1 Exhibit E Form of Employee Stock Purchase Plan E-1 This Agreement and Plan of Merger, dated as of February 21June 22, 2021 (this “Agreement”), is made and entered into by and among NextGen Northern Genesis Acquisition CorporationCorp. II, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky NGAB Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) ), and Xos, Embark Trucks Inc., a Delaware corporation (the “Company”).
Appears in 1 contract
Samples: Merger Agreement (Northern Genesis Acquisition Corp. II)
Conditions to Obligations. Section 9.1 Conditions to Obligations of Acquiror, Merger Sub, Sub and the Company 87 68 Section 9.2. 9.2 Conditions to Obligations of Acquiror and Merger Sub 87 69 Section 9.3. 9.3 Conditions to the Obligations of the Company 98 69 Section 9.4. Frustration of Closing Conditions 89 10.1 Termination 70 Section 10.1. Termination 89 Section 10.2. 10.2 Effect of Termination 90 72 Section 11.1. Trust Account Waiver 90 11.1 Holder Representative 72 Section 11.2. Waiver 91 11.2 GPIAC-Designated Directors 75
Section 11.3. Notices 91 Section 11.4. Assignment 92 Section 11.5. Rights of Third Parties 92 Section 11.6. Expenses 93 Section 11.7. Governing Law 93 Section 11.8. Headings; Counterparts 93 Section 11.9. Company and Acquiror Disclosure Letters 93 Section 11.10. Entire Agreement 93 Section 11.11. Amendments 94 Section 11.12. Publicity. 94 Section 11.13. Severability 94 Section 11.14. Jurisdiction; Waiver of Jury Trial. 94 Section 11.15. Enforcement 95 Section 11.16. Non-Recourse 95 Section 11.17. Non-12.1 Survival of Representations, Warranties and Covenants 96 76 Section 11.18. 12.2 Indemnification 76 Section 12.3 Indemnification Claim Procedures 77 Section 12.4 Limitations on Indemnification Liability 79 Section 12.5 Mitigation of Damages 82 Section 12.6 Tax Treatment 82 Section 12.7 Indemnification Sole and Exclusive Remedy 82 Section 12.8 Nature of GPIAC Indemnified Parties’ Recovery from Indemnity Escrow 82 Section 12.9 Release of Escrow 83 Section 13.1 Trust Account Waiver 83 Section 13.2 Waiver 84 Section 13.3 Notices 84 Section 13.4 Assignment 85 Section 13.5 Rights of Third Parties 85 Section 13.6 Expenses 86 Section 13.7 Governing Law 86 Section 13.8 Captions; Counterparts 86
Section 13.9 Company and Acquiror Disclosure Letters 86 Section 13.10 Entire Agreement 87 Section 13.11 Amendments 87 Section 13.12 Publicity 87 Section 13.13 Severability 87 Section 13.14 Jurisdiction; Waiver of Jury Trial 88 Section 13.15 Enforcement 88 Section 13.16 Non-Recourse 88 Section 13.17 Conflicts and Privilege 96 89 Exhibit A Form of Transaction Support and Voting Agreement Exhibit B Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B C Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D Form of Lock-Up Agreement This Agreement and Plan of Merger, dated as of February 21May 16, 2021 2017 (this “Agreement”), is made and entered into by and among NextGen GP Investments Acquisition CorporationCorp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Merger Sub I, Inc.Let’s Go Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Xos), Rimini Street, Inc., a Delaware Nevada corporation (the “Company”), and, solely in its capacity as the initial Holder Representative hereunder, Rxxxx Xxxxxx.
Appears in 1 contract
Samples: Merger Agreement (GP Investments Acquisition Corp.)
Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub, and the Company 87 71 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 87 71 Section 9.3. Conditions to the Obligations of the Company 98 Section 9.4. Frustration of Closing Conditions 89 72 Section 10.1. Termination 89 73 Section 10.2. Effect of Termination 90 74 Section 11.1. Trust Account Waiver 90 74 Section 11.2. Waiver 91 75 Section 11.3. Notices 91 75 Section 11.4. Assignment 92 76 Section 11.5. Rights of Third Parties 92 76 Section 11.6. Expenses 93 76 Section 11.7. Governing Law 93 76 Section 11.8. Headings; Counterparts 93 77 Section 11.9. Company and Acquiror Disclosure Letters 93 Letter 77 Section 11.10. Entire Agreement 93 77 Section 11.11. Amendments 94 77 Section 11.12. Publicity. 94 Publicity 77 Section 11.13. Severability 94 78 Section 11.14. Jurisdiction; Waiver of Jury Trial. 94 Trial 78 Section 11.15. Enforcement 95 79 Section 11.16. Non-Recourse 95 79 Section 11.17. Non-Survival of Representations, Warranties and Covenants 96 79 Section 11.18. Conflicts and Privilege 96 79 Exhibit A Form of Acquiror Amended and Restated Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Acquiror Amended and Restated Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D Exhibit E Form of Lock-Up Agreement Incentive Equity Plan Form of Employee Stock Purchase Plan This Agreement and Plan of Merger, dated as of February 21July 6, 2021 (this “Agreement”), is made and entered into by and among NextGen Xxxxxx Ventures Acquisition CorporationCo. II, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Lorelei Merger Sub I, Inc., a Delaware corporation and a direct wholly wholly-owned subsidiary of Acquiror (“Merger Sub”) ), and XosNextdoor, Inc., a Delaware corporation (the “Company”).
Appears in 1 contract
Samples: Merger Agreement (Khosla Ventures Acquisition Co. II)
Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub, and the Company 87 80 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 87 81 Section 9.3. Conditions to the Obligations of the Company 98 Section 9.4. Frustration of Closing Conditions 89 81 Section 10.1. Termination 89 82 Section 10.2. Effect of Termination 90 84 Section 11.1. Trust Account Waiver 90 84 Section 11.2. Waiver 91 85 Section 11.3. Notices 91 85 Section 11.4. Assignment 92 86 Section 11.5. Rights of Third Parties 92 86 Section 11.6. Expenses 93 86 Section 11.7. Governing Law 93 87 Section 11.8. Headings; Counterparts 93 87 Section 11.9. Company and Acquiror Disclosure Letters 93 Letter 87 Section 11.10. Entire Agreement 93 87 Section 11.11. Amendments 94 87 Section 11.12. Publicity. 94 Publicity 87 Section 11.13. Severability 94 88 Section 11.14. Jurisdiction; Waiver of Jury Trial. 94 Trial 88 Section 11.15. Enforcement 95 89 Section 11.16. Non-Recourse 95 89 Section 11.17. Non-Survival of Representations, Warranties and Covenants 96 89 Section 11.18. Conflicts and Privilege 96 90 Exhibits Exhibit A Form of Acquiror Amended and Restated Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Acquiror Amended and Restated Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D Form of Lock-Up Agreement Incentive Equity Plan Exhibit E Form of Employee Stock Purchase Plan This Agreement and Plan of Merger, dated as of February 21June 9, 2021 (this “Agreement”), is made and entered into by and among NextGen Xxxxxx Ventures Acquisition CorporationCo., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Killington Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), Valo Health, LLC, a Delaware limited liability company (“Company Holdco”) and XosValo Health, Inc., a Delaware corporation and a direct wholly owned subsidiary of Company Holdco (the “Company”).
Appears in 1 contract
Conditions to Obligations. Conditions to Obligations of Acquiror, Merger Sub, and the Company 87 Section 9.211.1. Conditions to Obligations of Acquiror and Merger Sub 87 the Parties 68 Section 9.311.2. Conditions to Obligations of SPAC 69 Section 11.3. Conditions to the Obligations of the Company 98 Target Companies, New PubCo and Merger Sub 70 Section 9.411.4. Frustration of Closing Conditions 89 71 Section 10.112.1. Termination 89 71 Section 10.212.2. Effect of Termination 90 72 Section 11.112.3. Termination Fee 72 Section 13.1. Trust Account Waiver 90 72 Section 11.213.2. Waiver 91 73 Section 11.313.3. Notices 91 73 Section 11.413.4. Assignment 92 74 Section 11.513.5. Rights of Third Parties 92 74 Section 11.613.6. Expenses 93 74 Section 11.713.7. Governing Law 93 74 Section 11.813.8. Headings; Counterparts 93 75 Section 11.913.9. Target Company and Acquiror SPAC Disclosure Letters 93 75 Section 11.1013.10. Entire Agreement 93 75 Section 11.1113.11. Amendments 94 75 Section 11.1213.12. Publicity. 94 Publicity 75 Section 11.1313.13. Severability 94 75 Section 11.1413.14. Jurisdiction; Waiver of Jury Trial. 94 Trial 76 Section 11.1513.15. Enforcement 95 76 Section 11.1613.16. Non-Recourse 95 76 Section 11.1713.17. Non-Survival of Representations, Warranties and Covenants 96 77 Section 11.1813.18. Conflicts and Privilege 96 77 Exhibit A Reorganization Steps Exhibit B Form of Registration Rights and Lock-up Agreement Exhibit C Form of Amended and Restated Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement New PubCo Exhibit D Form of Lock-Up Agreement Amended and Restated Bylaws of New PubCo Annex I Target Company Group Prior to the Reorganization This Business Combination Agreement and Plan of Merger, dated as of February 21May 19, 2021 2023 (this “Agreement”), is made and entered into by and among NextGen Everest Consolidator Acquisition Corporation, a Cayman Islands exempted company limited by shares Delaware corporation (which shall migrate to and domesticate as “SPAC”), Unifund Financial Technologies, Inc., a Delaware corporation prior to the Closing (as defined below)) (“AcquirorNew PubCo”), Sky Unifund Merger Sub I, Inc., a Delaware corporation and a direct direct, wholly owned subsidiary of Acquiror New PubCo (“Merger Sub” and together with New PubCo and Merger Sub, the “Acquisition Entities” and each an “Acquisition Entity”) and Xos), Inc.Unifund Holdings, LLC, a Delaware limited liability company (“Holdings”), Credit Card Receivables Fund Incorporated, an Ohio corporation (“CCRF”), USV, LLC, an Ohio limited liability company (“USV” and together with Holdings and CCRF, the “Target Companies” and each, a “Target Company”), and, solely for the purposes of Sections 10.4, 10.12, 12.3, 13.6 and 13.16, Everest Consolidator Sponsor, LLC, a Delaware limited liability company (“Sponsor”). SPAC, New PubCo, Merger Sub, CCRF, Holdings and USV are sometimes collectively referred to herein as the “Parties,” and each of them is sometimes individually referred to herein as a “Party.” Capitalized terms used herein without definition have the respective meanings ascribed to them in Section 1.1.
Appears in 1 contract
Samples: Business Combination Agreement (Everest Consolidator Acquisition Corp)
Conditions to Obligations. OF THE PARTIES 60 Section 6.1 Conditions to Each Party’s Obligations 60 Section 6.2 Conditions to Obligations of Acquiror, Merger Sub, and the Company 87 61 Section 9.2. 6.3 Conditions to Obligations of Acquiror and Merger Sub 87 the Parent Parties 62 Section 9.3. Conditions to the Obligations of the Company 98 Section 9.4. 6.4 Frustration of Closing Conditions 89 63 ARTICLE VII CLOSING 63 Section 10.1. 7.1 Closing 63 Section 7.2 Deliveries by the Company 63 Section 7.3 Deliveries by Parent 63 ARTICLE VIII TERMINATION 64 Section 8.1 Termination 89 64 Section 10.2. 8.2 Procedure and Effect of Termination 90 65 ARTICLE IX MISCELLANEOUS 65 Section 11.1. Trust Account Waiver 90 9.1 Fees and Expenses 65 Section 11.2. Waiver 91 9.2 Notices 66 Section 11.3. Notices 91 9.3 Severability 67 Section 11.4. 9.4 Binding Effect; Assignment 92 68 Section 11.5. Rights of 9.5 No Third Parties 92 Party Beneficiaries 68 Section 11.6. Expenses 93 9.6 Section 11.7. Governing Law 93 Headings 68 Section 11.8. Headings; Counterparts 93 Section 11.9. Company and Acquiror Disclosure Letters 93 Section 11.10. Entire Agreement 93 Section 11.11. Amendments 94 Section 11.12. Publicity. 94 Section 11.13. Severability 94 Section 11.14. 9.7 Jurisdiction; Waiver of Jury Trial. 94 Trial 68 Section 11.15. Enforcement 95 9.8 Entire Agreement 69 Section 11.16. Non-9.9 Governing Law 69 Section 9.10 Specific Performance 69 Section 9.11 Counterparts 69 Section 9.12 Amendment; Waiver 69 Section 9.13 Schedules 70 Section 9.14 No Recourse 95 70 Section 11.17. 9.15 Construction 71 Section 9.16 Non-Survival of Representations, Warranties and Covenants 96 72 Section 11.18. 9.17 Trust Account Waiver 72 Section 9.18 Conflicts and Privilege 96 73 Section 9.19 Independent Investigation; No Reliance 74 Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Definitions Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit C Form of Tax Receivable Agreement Exhibit D Form of Lock-Up Agreement Parent’s Second Amended and Restated Certificate of Incorporation Exhibit E Form of Parent’s Amended and Restated Bylaws Exhibit F Form of Surviving Subsidiary’s Amended and Restated Articles of Incorporation Schedule A Key Company Stockholders This Agreement and Plan of MergerAGREEMENT AND PLAN OF MERGER, dated as of February 21August 26, 2021 2024 (this “Agreement”), is made and entered into by and among NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Merger Sub I, Inc.CONCORD ACQUISITION CORP II, a Delaware corporation (“Parent”), CONCORD MERGER SUB, INC., a California corporation and a direct wholly wholly-owned subsidiary Subsidiary of Acquiror Parent (“Merger Sub” and, together with Parent, the “Parent Parties”) ), and XosEXXXXX.XXX, Inc.INC., a Delaware California corporation (the “Company”). Parent, Merger Sub and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Exhibit A attached hereto.
Appears in 1 contract
Conditions to Obligations. Conditions to Obligations of Acquiror, Merger Sub, Buyer and the Company 87 Seller 72 Section 9.210.02. Conditions to Obligations Obligation of Acquiror and Merger Sub 87 Buyer 72 Section 9.310.03. Conditions to the Obligations Obligation of the Company 98 Seller 73 SURVIVAL; INDEMNIFICATION Section 9.411.01. Frustration Survival 73 Section 11.02. Indemnification 74 Section 11.03. Procedures 76 Section 11.04. Calculation of Closing Conditions 89 Damages 81 Section 10.111.05. Assignment of Claims 82 Section 11.06. Exclusivity 82 TERMINATION Section 12.01. Grounds for Termination 89 82 Section 10.212.02. Effect of Termination 90 83 PAGE MISCELLANEOUS Section 11.1. Trust Account Waiver 90 Section 11.2. Waiver 91 Section 11.313.01. Notices 91 83 Section 11.413.02. Assignment 92 Amendments and Waivers 84 Section 11.5. Rights of Third Parties 92 Section 11.613.03. Expenses 93 85 Section 11.713.04. Successors and Assigns 85 Section 13.05. Governing Law 93 85 Section 11.813.06. HeadingsJurisdiction 85 Section 13.07. Counterparts; Counterparts 93 Effectiveness; No Third Party Beneficiaries 86 Section 11.9. Company and Acquiror Disclosure Letters 93 Section 11.1013.08. Entire Agreement 93 86 Section 11.1113.09. Amendments 94 Bulk Sales Laws 86 Section 11.12. Publicity. 94 Section 11.1313.10. Severability 94 86 Section 11.1413.11. Jurisdiction; Waiver of Jury TrialSpecific Performance 87 Section 13.12. 94 Section 11.15. Enforcement 95 Section 11.16. Non-Recourse 95 Section 11.17. Non-Survival of Representations, Warranties and Covenants 96 Section 11.18. Conflicts and Privilege 96 Exhibit Disclosure Schedule 87 DISCLOSURE SCHEDULE SCHEDULE 4.05 Commitment Letters EXHIBIT A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit Assignment and Assumption Agreement EXHIBIT B Form of Bylaws of Acquiror upon Domestication Exhibit Cross License Agreement EXHIBIT C Form of Registration Rights Transition Services Agreement Exhibit EXHIBIT D Form of Lock-Up Agreement This Agreement Opinion Regarding Employee Benefit Plan Qualification (for Buyer and Plan Seller) EXHIBIT E Form of Merger, dated as of February 21, 2021 Certification Regarding VEBA (for Buyer and Seller) AGREEMENT (this “Agreement”)) dated as of January 8, is made and entered into by and among NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Xos, Inc.2006 between Texas Instruments Incorporated, a Delaware corporation (the “CompanySeller”), and S&C Purchase Corp., a Delaware corporation (“Buyer”).
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Sensata Technologies Holland, B.V.)
Conditions to Obligations. Section 8.1 Conditions to Obligations of Acquiror, Merger Sub, Sub and the Company 87 80 Section 9.2. 8.2 Conditions to Obligations of Acquiror and Merger Sub 87 81 Section 9.3. 8.3 Conditions to the Obligations of the Company 98 82 Article IX TERMINATION/EFFECTIVENESS Section 9.4. Frustration of Closing Conditions 89 9.1 Termination 82 Section 10.1. Termination 89 Section 10.2. 9.2 Effect of Termination 90 84 Section 11.1. 9.3 Certain Transaction Expenses 84 Article X MISCELLANEOUS Section 10.1 Trust Account Waiver 90 84 Section 11.2. 10.2 Waiver 91 85 Section 11.3. 10.3 Notices 91 85 Section 11.4. 10.4 Assignment 92 86 Section 11.5. 10.5 Rights of Third Parties 92 86 Section 11.6. 10.6 Expenses 93 86 Section 11.7. 10.7 Governing Law 93 86 Section 11.8. 10.8 Headings; Counterparts 93 86 Section 11.9. 10.9 Company and Acquiror Disclosure Letters 93 87 Section 11.10. 10.10 Entire Agreement 93 87 Section 11.11. 10.11 Amendments 94 87 Section 11.12. Publicity. 94 10.12 Publicity 87 Section 11.13. 10.13 Severability 94 88 Section 11.14. 10.14 Jurisdiction; Waiver of Jury Trial. 94 Trial 88 Section 11.15. 10.15 Enforcement 95 88 Section 11.16. 10.16 Non-Recourse 95 89 Section 11.17. 10.17 Non-Survival of Representations, Warranties and Covenants 96 89 Section 11.18. 10.18 Conflicts and Privilege 96 89 Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication PIPE Subscription Agreement Exhibit B B-1 Form of Bylaws Stockholder Support Agreement Exhibit B-2 Form of Acquiror upon Domestication Consent of Holder Exhibit C Form of Registration Rights Sponsor Support Agreement Exhibit D Form of Lock-Up Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Surviving Corporation Charter Exhibit G Form of Surviving Corporation Bylaws Exhibit H Form of New Acquiror Charter Exhibit I Form of New Acquiror Bylaws Exhibit J Form of Equity Incentive Plan This Agreement and Plan of Merger, dated as of February 2117, 2021 (this “Agreement”), is made and entered into by and among NextGen (i) CF Finance Acquisition CorporationCorp. III, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky (ii) Meliora Merger Sub ISub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and (iii) and XosAEye, Inc., a Delaware corporation (the “Company”).
Appears in 1 contract
Samples: Merger Agreement (CF Finance Acquisition Corp. III)
Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub, Sub and the Company 87 88 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 87 89 Section 9.3. Conditions to the Obligations of the Company 98 Section 9.4. Frustration of Closing Conditions 89 Section 10.1. Termination 89 90 Section 10.2. Effect of Termination 90 91 Section 11.1. Trust Account Waiver 90 92 Section 11.2. Waiver 91 92 Section 11.3. Notices 91 93 Section 11.4. Assignment 92 94 Section 11.5. Rights of Third Parties 92 94 Section 11.6. Expenses 93 94 Section 11.7. Governing Law 93 94 Section 11.8. Headings; Counterparts 93 94 Section 11.9. Company and Acquiror Disclosure Letters 93 95 Section 11.10. Entire Agreement 93 95 Section 11.11. Amendments 94 95 Section 11.12. Publicity. 94 Publicity 95 Section 11.13. Severability 94 96 Section 11.14. Jurisdiction; Waiver of Jury Trial. 94 Trial 96 Section 11.15. Enforcement 95 97 Section 11.16. Non-Recourse 95 97 Section 11.17. Non-Survival of Representations, Warranties and Covenants 96 97 Section 11.18. Conflicts and Privilege 96 Privilege. 97 Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Acquiror Warrant Agreement Amendment Exhibit D Form of Company Support Agreement Exhibit E Form of Sponsor Support Agreement Exhibit F Form of Registration Rights Agreement Exhibit D G-1 Form of Lock-Up Agreement This (Company Directors and Officers) Exhibit G-2 Form of Lock-Up Agreement and (Major Company Equityholders) Exhibit H Form of Company Written Consent Exhibit I Form of Incentive Award Plan Exhibit J Form of Merger, dated as Restricted Stock Unit Agreement Exhibit K Form of February 21, 2021 (this “Agreement”), is made and entered into by and among NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary Option Award Agreement Exhibit L Form of Acquiror (“Merger Sub”) and Xos, Inc., a Delaware corporation (the “Company”).Employee Stock Purchase Plan Exhibit M Form of Restated Certificate
Appears in 1 contract