Conditions to Satisfaction and Discharge. Except as stated in Section 4.1(c), this Indenture will cease to be of further effect for the Notes if:
(i) either (A) the Notes that have been authenticated and delivered (other than (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid under Section 2.7 and (2) Notes for which payment money has been deposited in trust or segregated and held in trust by the Issuer and later paid to the Issuer or discharged from the trust under Section 3.3) have been delivered to the Indenture Trustee for cancellation or (B) the Notes not delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has deposited or caused to be deposited with the Indenture Trustee money in trust in an amount sufficient to pay and discharge the outstanding principal amount of the Notes and interest accrued on the Notes on the Redemption Date;
(ii) the Issuer has paid or caused to be paid all money payable by it under the Transaction Documents; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel meeting the requirements of Section 11.3.
Conditions to Satisfaction and Discharge. Except as stated in Section 4.1(c), this Indenture will cease to be of further effect for the Notes if:
(i) either (A) the Notes that have been authenticated and delivered (other than (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid under Section 2.7 and (2) Notes for which payment money has been deposited in trust or segregated and held in trust by the Trust and later paid to the Trust or discharged from the trust under Section 3.3) have been delivered to the Indenture Trustee for cancellation or
Conditions to Satisfaction and Discharge. 1.1 EX Xxxxxx shall only acknowledge the satisfaction and discharge of the Deferred Underwriting Commission and will only acknowledge that the Company’s obligations to pay in cash the Deferred Underwriting Commission under the Underwriting Agreement have been satisfied and discharged, if the below conditions occur:
A. On the closing date of the Business Combination, the Company wires $2,000,000 to the bank account of EX Xxxxxx;
B. On the closing date of the Business Combination, the Company transfers to EX Xxxxxx (or its designees) 202,500 Ordinary Shares.
1.2 After the conditions above are satisfied, EX Xxxxxx shall acknowledge the satisfaction and discharge of the Deferred Underwriting Commission, except with respect to Article II below.
Conditions to Satisfaction and Discharge. 1.1 Notwithstanding anything contained in the Underwriting Agreement to the contrary, XX Xxxxxx shall acknowledge the satisfaction and discharge of the Deferred Underwriting Commission and shall acknowledge that the Company’s obligations to pay the Deferred Underwriting Commission in its entirety under the Underwriting Agreement have automatically been satisfied and discharged, if on the Closing the Company wires or causes to be wired One Million Dollars ($1,000,000) (the “Payment”) to the bank account of XX Xxxxxx (pursuant to the wire instructions provided by XX Xxxxxx in writing to the Company in advance of the Closing).
1.2 Upon delivery of the Payment in accordance with Section 1.1 above, any obligations pursuant to the Underwriting Agreement to deliver to XX Xxxxxx the Deferred Underwriting Commission shall be automatically discharged and satisfied.
1.3 In addition to the consideration set forth in Section 1.1 above, the Company also agrees that for the period commencing on the date of the closing of a Business Combination until the twelve (12) month anniversary of the closing of a Business Combination (the “Right of Participation Period”), XX Xxxxxx shall have an irrevocable right of participation (the “Right of Participation”) to act as an investment banker, joint book-runner, and/or placement agent, at XX Xxxxxx’x sole discretion, for no less than fifty percent (50%) of the total economics for each and every domestic US public and private equity and equity-linked offering consummated during the Right of Participation Period (each, a “Subject Transaction”), of the Company, or any successor to or any current or future subsidiary of the Company, on commercially customary terms and conditions for such Subject Transactions. For the avoidance of doubt, XX Xxxxxx shall have no Right of Participation for any debt offerings consummated during the Right of Participation Period. Notwithstanding the foregoing, XX Xxxxxx shall have a Right of Participation for equity linked debt offerings solely during the Right of Participation Period. With respect to any Right of Participation, XX Xxxxxx shall only be entitled to fees relating to a Subject Transaction to the extent XX Xxxxxx identifies and first introduces investors to the Company that participate in such Subject Transaction. XX Xxxxxx hereby agrees and acknowledges that this Section 1.3 shall completely and fully supersede section 3.33 of the August 3 Underwriting Agreement, as amended by the Amendment No. ...
Conditions to Satisfaction and Discharge. 1.1 EX Xxxxxx shall only acknowledge the satisfaction and discharge of the Deferred Underwriting Commission and will only acknowledge that the Company and the MKD Parties’ obligations to pay in cash the Deferred Underwriting Commission under the Underwriting Agreement have been satisfied and discharged, if the below conditions occur:
A. On or before the closing date of the Business Combination, the Company and/or the MKD Parties wire $862,500 to the bank account of EX Xxxxxx;
B. On or before the closing date of the Business Combination, the Company and/or the MKD Parties shall cause to be transferred or issued to EX Xxxxxx (or its designees) 115,000 Ordinary Shares.
1.2 After the conditions above are satisfied, EX Xxxxxx shall acknowledge the satisfaction and discharge of the Deferred Underwriting Commission, except with respect to Article II below.
Conditions to Satisfaction and Discharge. 1.1 EX Xxxxxx shall only acknowledge the satisfaction and discharge of the Deferred Underwriting Commission and will only acknowledge that the Company’s obligations to pay in cash the Deferred Underwriting Commission under the Underwriting Agreement and the PIPE Commission under the PAA, have been satisfied and discharged, if the below conditions occur:
A. On the closing date of the Business Combination, the Company wires $400,000 to the bank account of EX Xxxxxx; and
B. On the closing date of the Business Combination, the Company transfers to EX Xxxxxx (or its designees) the Shares (at $.0001 par value per share).
1.2 After the conditions above are satisfied, EX Xxxxxx shall acknowledge the satisfaction and discharge of the Deferred Underwriting Commission and the PIPE Commission, except with respect to Article II below.
Conditions to Satisfaction and Discharge. 1.1 EX Xxxxxx shall only acknowledge the satisfaction and discharge of the Deferred Underwriting Commission and will only acknowledge that the Company’s obligations to pay in cash the Deferred Underwriting Commission under the Underwriting Agreement have been satisfied and discharged, if the below conditions occur on the closing date of the Business Combination:
A. The Company wires $325,000 to the bank account of EX Xxxxxx;
B. 149,443 shares of the Company’s common stock are issued to EX Xxxxxx LLC (the “Ordinary Shares”); and
C. The Company issues the Promissory Note.
1.2 After the conditions above are satisfied, EX Xxxxxx shall acknowledge the satisfaction and discharge of the Deferred Underwriting Commission, except (i) with respect to those obligations that the Promissory Note provides shall survive the satisfaction and discharge thereof; and (ii) with respect to Articles II and III below.
1.3 The Company also grants to EX Xxxxxx an irrevocable right of first refusal (the “Right of First Refusal”) to act as sole investment banker, sole book-runner, and/or sole placement agent, at EX Xxxxxx’x sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for a period commencing on the date of this Satisfaction and Discharge and ending twenty-four (24) months after the closing of the Business Combination (each, a “Subject Transaction”) on terms and conditions customary to Representative. Representative shall have the sole right to determine whether any other broker dealer shall have the right to participate in the Subject Transactions and the economic terms of such participation. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of EX Xxxxxx.
Conditions to Satisfaction and Discharge. 1.1 Notwithstanding anything contained in the Underwriting Agreement to the contrary, EX Xxxxxx shall acknowledge the satisfaction and discharge of the Deferred Underwriting Commission and shall acknowledge that the Company’s obligations to pay the Deferred Underwriting Commission in its entirety under the Underwriting Agreement have automatically been satisfied and discharged, if on the Closing the Company wires or causes to be wired One Million Five Hundred Thousand Dollars ($1,500,000) (the “Cash Payment”) to the bank account of EX Xxxxxx (pursuant to the wire instructions provided by EX Xxxxxx in writing to the Company in advance of the Closing).
1.2 Upon delivery of the Cash Payment in accordance with Section 1.1 above, any obligations pursuant to the Underwriting Agreement to deliver to EX Xxxxxx the Deferred Underwriting Commission shall be automatically discharged and satisfied.
Conditions to Satisfaction and Discharge.
1.1 XX Xxxxxx shall only acknowledge the satisfaction and discharge of the Deferred Underwriting Commission and will only acknowledge that the Company’s obligations to pay in cash the Deferred Underwriting Commission under the Underwriting Agreement have been satisfied and discharged, if the below conditions occur:
A. On the closing date of the Business Combination, the Company wires $500,000 to the bank account of XX Xxxxxx;
B. The Company satisfies the full amount of the $500,000 promissory note due XX Xxxxxx; and
C. The Company transfers to XX Xxxxxx (or its designees) 277,778 Ordinary Shares, which is equal to the Original Aggregate Share Value as of the Effective Date.
1.2 After the conditions above are satisfied, XX Xxxxxx shall acknowledge the satisfaction and discharge of the Deferred Underwriting Commission, except (i) with respect to those obligations that the Promissory Note provides shall survive the satisfaction and discharge thereof; and (ii) with respect to Article II below.
Conditions to Satisfaction and Discharge. 1.1 EX Xxxxxx shall only acknowledge the satisfaction and discharge of the Deferred Underwriting Commission and will only acknowledge that the Company’s obligations to pay in cash the Deferred Underwriting Commission under the Underwriting Agreement and the PIPE Commission under the PAA, have been satisfied and discharged, if the below conditions occur:
A. On the closing date of the Business Combination, the Company wires $400,000 to the bank account of EX Xxxxxx; and
B. On the closing date of the Business Combination, the Company transfers to EX Xxxxxx (or its designees) the Shares (at $.0001 par value per share).
1.2 After the conditions above are satisfied, EX Xxxxxx shall acknowledge the satisfaction and discharge of the Deferred Underwriting Commission and the PIPE Commission, except with respect to Article II below.
