No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver (i) the Commitment Shares to the Investor not later than 4:00 p.m. (New York time) on the Trading Day immediately following the Closing Date in accordance with Section 10.1(ii), and (ii) the Shares to the Investor in respect of each VWAP Purchase and each Intraday VWAP Purchase effected by the Company, in each case not later than the applicable Purchase Share Delivery Date with respect to such VWAP Purchase and not later than the applicable Purchase Share Delivery Date with respect to such Intraday VWAP Purchase (as applicable) in accordance with Section 3.3. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
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Samples: Common Stock Purchase Agreement (Bed Bath & Beyond Inc), Common Stock Purchase Agreement (Gelesis Holdings, Inc.), Common Stock Purchase Agreement (Core Scientific, Inc./Tx)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver (i) the Initial Commitment Shares to the Investor not later than 4:00 p.m. (New York time) on the Trading Day immediately following the Closing Date in accordance with Section 10.1(ii10.1(ii)(a), (ii) the Additional Commitment Shares to be issued and delivered to the Investor under Section 10.1(ii)(b) hereof in such amounts and within the time periods specified in Section 10.1(ii)(b) hereof, and (iiiii) the Shares to the Investor in respect of each VWAP Purchase, each Additional VWAP Purchase and each Intraday VWAP Purchase effected by the Company, in each case not later than the applicable Purchase Share Delivery Date with respect to such VWAP Purchase and not later than the applicable Purchase Share Delivery Date with respect to such Intraday VWAP Purchase (as applicable) in accordance with Section 3.3. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
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No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver (i) the Commitment Shares to the Investor not later than 4:00 3:59 p.m. (New York time) on the Trading Day immediately following the Closing Date in accordance with Section 10.1(ii), and (ii) the Shares to the Investor in respect of each VWAP Purchase and each Intraday VWAP Purchase effected by the Company, in each case not later than the applicable Purchase Share Delivery Date with respect to such VWAP Purchase and not later than the applicable Purchase Share Delivery Date with respect to such Intraday VWAP Purchase (as applicable) in accordance with Section 3.3. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Rigetti Computing, Inc.)
No Frustration. The From and after the Closing Date, the Company shall not enter into, announce or recommend to its stockholders shareholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver (i) the Commitment Shares to the Investor not later than 4:00 p.m. (New York time) on the Trading Day immediately following the Closing Date in accordance with Section 10.1(ii), and (ii) the Shares to the Investor in respect of each a VWAP Purchase Purchase, and each Intraday Additional VWAP Purchase effected by the CompanyCompany on the same Purchase Date for such VWAP Purchase, in each case not later than the applicable Purchase Share Delivery Date with respect to such VWAP Purchase and not later than the applicable Purchase Share Delivery Date with respect to each such Intraday Additional VWAP Purchase (as applicable) in accordance with Section 3.3. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
Appears in 1 contract
Samples: Ordinary Shares Purchase Agreement (Pivotal Holdings Corp)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a partythis Agreement, including, without limitation, the obligation of the Company to deliver (i) the Commitment Shares to the Investor not later than 4:00 p.m. (New York time) Note on the Trading Day immediately following the Closing Date in accordance with Section 10.1(ii)Date, and (ii) the Shares to the Investor in respect of each VWAP a Fixed Purchase and each Intraday VWAP Purchase effected by the Company, in each case not later than on the applicable Fixed Purchase Share Delivery Date with for such Fixed Purchase, (iii) the Shares to the Investor in respect to such of a VWAP Purchase and not later than on the applicable VWAP Purchase Share Delivery Date with for such VWAP Purchase, and (iv) the Shares to the Investor in respect to such Intraday of an Additional VWAP Purchase (as applicable) in accordance with Section 3.3on the applicable Additional VWAP Purchase Share Delivery Date for such Additional VWAP Purchase. For the avoidance of doubt, nothing in this Section 6.6(i5.5(b) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 7.1 (subject in all cases to Section 8.37.3).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Spectaire Holdings Inc.)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders shareholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver (i) the Commitment Shares to the Investor not later than 4:00 p.m. (New York time) on the Trading Day immediately following the Closing Date in accordance with Section 10.1(ii), and (ii) the Shares to the Investor in respect of each VWAP Purchase and each Intraday VWAP Purchase effected by the CompanyCompany pursuant to this Agreement, in each case not later than the applicable Purchase Share Delivery Date with respect to such VWAP Purchase and not later than the applicable Purchase Share Delivery Date with respect to such Intraday VWAP Purchase (as applicable) in accordance with Section 3.3. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
Appears in 1 contract
Samples: Ordinary Shares Purchase Agreement (Tritium DCFC LTD)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a partythis Agreement, including, without limitation, the obligation of the Company to deliver (i) the Commitment Shares to the Investor as DWAC Shares not later than 4:00 p.m. (New York time) on the Trading Day immediately following the Closing Date Commencement Date, (ii) the Initial Purchase Shares to the Investor in accordance with Section 10.1(ii)respect of the Initial Purchase not later than the applicable Initial Purchase Settlement Date, and (iiiii) the Shares to the Investor in respect of each a VWAP Purchase and each Intraday VWAP Purchase effected by the Company, in each case not later than the applicable VWAP Purchase Share Delivery Settlement Date with respect to for such VWAP Purchase and not later than the applicable Purchase Share Delivery Date with respect to such Intraday VWAP Purchase (as applicable) in accordance with Section 3.3Purchase. For the avoidance of doubt, nothing in this Section 6.6(i5.5(a) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 7.1 (subject in all cases to Section 8.37.3).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Professional Diversity Network, Inc.)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver (i) the Commitment Shares to the Investor not later than 4:00 p.m. (New York time) on the second (2nd) Trading Day immediately following the Closing Date in accordance with Section 10.1(ii), and (ii) the Shares to the Investor in respect of each VWAP Purchase and each Intraday VWAP Purchase effected by the Company, in each case not later than the applicable Purchase Share Delivery Date with respect to such VWAP Purchase and not later than the applicable Purchase Share Delivery Date with respect to such Intraday VWAP Purchase (as applicable) in accordance with Section 3.3. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Terran Orbital Corp)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver (i) pay the Commitment Shares Fee to the Investor not later than 4:00 p.m. (New York timeInvestor, pursuant to, at such time(s) on the Trading Day immediately following the Closing Date and in accordance with such manner as set forth in Section 10.1(ii)) of this Agreement, and (ii) deliver the Shares to the Investor in respect of each VWAP Purchase and each Intraday VWAP Purchase effected by the Company, in each case not later than the applicable Purchase Share Delivery Date with respect to such VWAP Purchase and not later than the applicable Purchase Share Delivery Date with respect to such Intraday VWAP Purchase (as applicable) in accordance with Section 3.3. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
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No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a partythis Agreement, including, without limitation, the obligation of the Company to deliver (i) the Commitment Shares to the Investor as DWAC Shares not later than 4:00 p.m. (New York time) (i) on the 2nd Trading Day immediately following the Closing Date in accordance with Section 10.1(ii)Commencement Date, and (ii) prior to the delivery of the initial VWAP Purchase Notice and (ii) the Shares to the Investor in respect of each a VWAP Purchase and each Intraday VWAP Purchase effected by the Company, in each case not later than on the applicable VWAP Purchase Share Delivery Date with respect to for such VWAP Purchase and not later than the applicable Purchase Share Delivery Date with respect to such Intraday VWAP Purchase (as applicable) in accordance with Section 3.3Purchase. For the avoidance of doubt, nothing in this Section 6.6(i5.5(b) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 7.1 (subject in all cases to Section 8.37.3).
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No Frustration. The Company shall not enter into, announce or recommend to its stockholders shareholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver (i) pay the Commitment Shares Fee to the Investor not later than 4:00 p.m. (New York timein such manner, at such time(s) on the Trading Day immediately following the Closing Date and otherwise pursuant to and in accordance with Section 10.1(ii), and (ii) deliver the Shares to the Investor in respect of each VWAP Purchase and each Intraday VWAP Purchase effected by the Company, in each case not later than the applicable Purchase Share Delivery Date with respect to such VWAP Purchase and not later than the applicable Purchase Share Delivery Date with respect to such Intraday VWAP Purchase (as applicable) in accordance with Section 3.3. For the avoidance of doubt, nothing in this Section 6.6(i) 6.6 shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
Appears in 1 contract
Samples: Ordinary Share Purchase Agreement (Bitdeer Technologies Group)