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Efforts; Status Sample Clauses

Efforts; Status. (a) During the period from the date hereof and ending at the Effective Time, each of Surf Air and Surf Holdings will use reasonable best efforts to (i) identify a SPAC and potential equity and debt financing sources for a Business Combination, (ii) in the event, and only in the event, that the Ampaire Acquisition Agreement is terminated and the Ampaire Transaction is not consummated, negotiate the terms of, and enter into definitive agreements with respect to, (1) an acquisition of or business combination with another developer of electric propelled aircraft, or (2) a commercial arrangement (e.g., collaboration, joint venture or license) with a provider of electric propelled aircraft technology, in each case described in the foregoing clauses (1) and (2), that is reasonably expected to permit NewCo to obtain commercial certification of a hybrid-electric Cessna Caravan aircraft by 2024 (each of the foregoing transactions described in the foregoing clauses (1) and (2), an “Ampaire Equivalent Transaction”), (iii) negotiate the terms of, and enter into, definitive agreements providing for (1) a Business Combination and (2) the consummation simultaneously with such Business Combination of the Merger pursuant to this Agreement (with the Company becoming a wholly owned subsidiary of NewCo) and either the Ampaire Transaction or an Ampaire Equivalent Transaction, and (iv) negotiate the terms of, and enter into definitive agreements with respect to, equity or debt financing for any such Business Combination. Surf Holdings and Surf Air shall keep the Company (through its Chief Executive Officer and outside counsel) reasonably informed on an on-going basis concerning status of such efforts, the identity of SPACs and potential sources of such equity and debt financing with which it is engaging in discussions, potential terms of any Business Combination, Ampaire Transaction or Ampaire Equivalent Transaction and/or debt or equity financing proposed by Surf Air or Surf Holdings or their respective representatives and the potential parties thereto (including providing the Company with copies of terms sheets and draft agreements and side letters provided by or to potential counterparties and copies of all executed definitive agreements and side letters) and the status of negotiations regarding any potential Business Combination, Ampaire Transaction or Ampaire Equivalent Transaction., as applicable, and debt or equity financing with respect thereto. From and after the date t...

Related to Efforts; Status

  • SUPPLIER’S STATUS At all times during the Contract Period the Supplier shall be an independent contractor and nothing in this Contract shall create a contract of employment, a relationship of agency or partnership or a joint venture between the Parties and, accordingly, neither Party shall be authorised to act in the name of, or on behalf of, or otherwise bind the other Party save as expressly permitted by the terms of this Contract.

  • Independent Status The employees, volunteers, or agents of each party who are engaged in the performance of this Agreement will continue to be employees, volunteers, or agents of that party and will not for any purpose be employees, volunteers, or agents of the other party.

  • Professional Status The Superintendent affirms that he is not under contract with any other board of education covering any part or all of the term provided in this contract. Throughout the contract term, he will hold a valid and appropriate certificate to act as a superintendent of schools in the State of Nebraska which he will register and maintain on file in the school district’s central administrative office. This contract shall not be valid and the Board will not compensate the Superintendent for any service performed prior to the date that he registers his certificate.

  • Travel Status Travel by an employee, outside the College region on College business, where authorization for such travel has been requested in advance on the appropriate form, and approved by the College.

  • Current Status Sacramento County recently adopted a revised American River Parkway Plan which includes specific policies related to implementing water flows protective of the lower American River ecosystem. The Parkway Plan serves as a guide for other local, state and federal agencies with authority within the American River Parkway under the Wild and Scenic Rivers Act and the Urban American River Parkway Preservation Act. Sacramento County, through the Water Forum, is in the process of preparing a draft environmental impact report to institute the FMS consistent with the American River Parkway Plan and the coequal goals of the Water Forum Agreement by entering into an operations agreement with Reclamation or by seeking to modify Reclamation’s Folsom Dam water right permits or other measures. Reclamation has been operating the Folsom and Nimbus Dams in accordance with the minimum release requirements of the FMS since 2006. In 2009, the National Marine Fisheries Service (NMFS) included the FMS flow, operational criteria, American River Group, and monitoring requirements in the Reasonable and Prudent Alternatives of the Biological Opinion (BO) for operating the CVP. The NMFS BO also called for an iterative temperature management planning process that is consistent with the water temperature objectives of the FMS. The Water Forum is currently investigating the potential for an improved Flow Standard for the lower American River that would provide increased protection of salmonid species and improved water supply reliability.

  • Shell Status The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel.

  • Contractor’s Status At all times during the Contract Period the Contractor shall be an independent contractor and nothing in the Contract shall create a contract of employment, a relationship of agency or partnership or a joint venture between the Parties and accordingly neither Party shall be authorised to act in the name of, or on behalf of, or otherwise bind the other Party save as expressly permitted by the terms of the Contract.

  • CONTRIBUTOR’S STATUS Contributor is a corporation (or other form of artificial legal entity or juristic person) and is therefore a Constituent (defined in the Policy) and will be represented in OpenID by Representatives (defined in the Policy). Contributor’s initial Representatives are identified in Table 1 above, and in Exhibit 1 (if attached), and Contributor may change its Representatives from time to time on written notice to OIDF. Each Representative will also be required to click through the OIDF Online Contribution Agreement on its own behalf. Contributor will, as soon as commercially practicable (and in any case before the next Work Group meeting attended by any of its Representatives), notify OIDF in writing of any change of status of its Representatives.

  • Ability to Perform; Solvency The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and the sale of the Mortgage Loans will not cause the Seller to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of Seller's creditors;

  • Student Status Licensee must maintain status as a student registered at Cal Poly with a minimum of eight (8) Cal Poly quarter units or if a graduate student, four (4) units. Exception requests must be submitted in writing to University Housing for approval (or contact the Disability Resource Center if disability related) if Licensee falls below these minimums. Dropping below the minimum is not considered a standard for cancellation and will not release the Licensee from paying any housing-related fees. The University may, at its sole option and discretion, revoke this License in accordance with the provisions herein if the Licensee fails to enroll in the minimum units, or drops below the minimum unit requirement after the beginning of the academic fee period.