Common use of PIPE Financing Clause in Contracts

PIPE Financing. (a) During the Interim Period, SPAC may execute PIPE Financing Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription Agreements. Each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 2 contracts

Samples: Business Combination Agreement (Maquia Capital Acquisition Corp), Business Combination Agreement (Maquia Capital Acquisition Corp)

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PIPE Financing. (a) During Subject to the Interim Periodterms hereof, SPAC may execute Acquiror shall and shall cause its Affiliates to comply with its obligations, and enforce its rights, under the Subscription Agreements. Acquiror shall give the Company prompt notice of any breach by any party to the Subscription Agreements of which Acquiror has become aware or any termination (or alleged or purported termination) of the Subscription Agreements. Acquiror shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the PIPE Financing Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, or any waiver (in whole or in part) or provide consent to (including consent to termination), of any material provision or remedy under, the Subscription Agreements entered into at or prior to the date hereof if such amendment, modification, waiver or remedy that would: (i) materially delay the occurrence of the Closing; (ii) reduce the aggregate amount of the PIPE Financing; (iii) add or impose new conditions or amend the existing conditions to the consummation of the PIPE Financing; or (iv) be adverse to the interests of Acquiror, the Company or PubCo, in each case, in any replacements ofmaterial respect. Notwithstanding the foregoing, failure to obtain the proceeds from the PIPE Financing shall not relieve Acquiror of its obligation to consummate the Transactions, whether or not such PIPE Financing is available. (b) In the event that any portion of the PIPE Financing becomes unavailable on the terms and conditions contemplated in each Subscription Agreements. Each Agreement, regardless of the Parties reason therefor, and such portion of the PIPE Financing is required for Acquiror to satisfy the Minimum Cash Condition, Acquiror shall as promptly as reasonably practicable following the occurrence of such event: (i) use its commercially reasonable efforts to takeobtain alternative financing (the “Alternative Financing”) (in an amount sufficient, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the when taken together with any then-available PIPE Financing and Available PubCo Cash to meet the Minimum Cash Condition) on terms not less favorable in the aggregate to Acquiror than those contained in each Subscription Agreements Agreement that the Alternative Financing would replace from the same or other sources and which do not include any incremental conditionality to the consummation of such Alternative Financing that are more onerous to Acquiror and the Company (in each case, in the aggregate) than the conditions set forth in each Subscription Agreement (as applicable) in effect as of the date of this Agreement; (ii) notify the Company of such unavailability and the reason therefor, and, upon receiving such notification, the Company will use its commercially reasonable efforts to assist Acquiror in obtaining Alternative Financing; and (iii) keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the Alternative Financing and make available to the Company the terms and conditions described thereinapplicable documents providing for the Alternative Financing; provided, including maintaining however, in effect the PIPE no event shall Acquiror consummate any Alternative Financing Subscription Agreements and to: on terms less favorable (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (iiaggregate) without limiting to Acquiror or the rights of Surviving Corporation or which include any party incremental conditions to enforce certain the consummation of such PIPE Alternative Financing Subscription Agreementsthat are more onerous to Acquiror and the Company (in each case, in the event that all aggregate) than the conditions set forth in each Subscription Agreement (as applicable) in effect as of the PIPE Financing Subscription Agreements (other than conditions that date of this Agreement, without the prior written consent of the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 1 contract

Samples: Merger Agreement (Capitol Investment Corp. V)

PIPE Financing. Prior to the earlier of the Closing and the termination of this Agreement in accordance with its terms: (a) During Bakkt Opco shall cause the Interim Periodappropriate officers and employees thereof, SPAC may execute to use reasonable best efforts to cooperate in connection with (x) the arrangement of the PIPE Financing Subscription Agreements mutually agreed and (y) the marketing of the transactions contemplated by SPAC this Agreement and the Company that would constitute a other Transaction Documents in the public markets and/or with existing VIH Shareholders, in each case as may be reasonably requesting by VIH, including by (i) participating in meetings, presentations, calls, due diligence sessions, drafting sessions and sessions with actual or potential PIPE Financing; provided that unless otherwise agreed by SPAC Investors at mutually agreeable times and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock locations and upon reasonable advance notice (including the participation in any discounts, rebates, equity kickers or promoterelevant “roadshow”), and ; (ii) no such assisting with the preparation of customary materials for actual or potential PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC Investors, offering documents, private placement memoranda, prospectuses and the Company shall use its commercially reasonable efforts to cooperate with each other similar documents required in connection with the arrangement of any PIPE Financing as may be (which shall not include pro forma financial information); (iii) providing financial statements and such other financial information regarding Bakkt Opco and its Subsidiaries, that is readily available or within its possession; and (iv) otherwise reasonably requested by each othercooperating with VIH’s efforts (including VIH’s reasonable requests) to consummate the PIPE Financing. (b) Unless otherwise consented approved in writing by the Company Bakkt Opco (which consent shall not approval may be unreasonably withheld, conditioned given or delayedwithheld by Bakkt Opco in its sole discretion), SPAC VIH shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to (including consent to termination)modify, the applicable purchase price per share or provide the applicable PIPE Investor any provision or remedy under, or any replacements of, any material post-Closing right in respect of the Surviving Company under any PIPE Financing Subscription Agreements. Each Agreement, in each case other than by termination of such PIPE Subscription Agreement (and a withdrawal of the Parties shall use its commercially reasonable efforts to take, applicable PIPE Investor) or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it reduction in the PIPE Financing Investor’s commitment under such PIPE Subscription Agreements and otherwise comply with its obligations thereunderAgreement (in which case, (ii) without limiting the rights VIH shall provide Bakkt Opco prompt written notice of any party to enforce certain of such PIPE Financing Subscription Agreements, in termination or reduction). In the event that all conditions in the PIPE Financing Subscription Agreements (VIH determines to permit any other than conditions that the Company, SPAC amendment or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are modification to be satisfied at the closings under the PIPE Financing Subscription Agreementsmade to, any other waiver (in whole or in part) have been satisfiedof, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior provide any other consent to the Closing; (iii) confer with each modify, any other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions provision of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion Agreement, VIH shall provide Bakkt Opco prompt written notice of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts toamendment, and shall instruct its advisors tomodification, keep the other Parties and the other Parties’ advisors reasonably informed with respect waiver or consent to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financingmodify.

Appears in 1 contract

Samples: Merger Agreement (VPC Impact Acquisition Holdings)

PIPE Financing. Section 5.18 of the Qell Disclosure Schedules sets forth a complete list of Subscription Agreements that Qell has received and accepted from the Investors as of the date hereof pursuant to which the Investors have committed, subject solely to the terms and conditions thereof and expressly stated therein, to acquire the Holdco Shares set forth therein immediately prior to the Closing. Qell has delivered, or will deliver promptly after the execution and delivery of this Agreement and in any event no later than two (a2) During Business Days following the Interim Perioddate of this Agreement, SPAC may execute to the Company true, complete and correct copies of the executed Subscription Agreements. Except as set forth in the Subscription Agreements, there are no conditions precedent to the obligations of the Investors to provide the PIPE Financing or any contingencies that would permit the Investors to reduce the total amount of the PIPE Financing. There are no other agreements, side letters or arrangements relating to the PIPE Financing to which Qell or any of its Affiliates is a party that could impose conditions to the funding of the PIPE Financing, other than those set forth in the Subscription Agreements. To Qell’s knowledge, (i) none of the executed Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writinghave been modified, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers altered or promote), amended and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any none of the PIPE Financing Subscription Agreements. Each of commitments under the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing executed Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfiedwithdrawn, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at terminated or rescinded prior to the Closing; (iii) confer with each other regarding timing date of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing this Agreement. The Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default are (or any shall be when executed) (as to Qell and to Qell’s knowledge, the other parties thereto) valid, binding and in full force and effect and no event or circumstance has occurred that, with or without notice, lapse of time time, or both, could give rise to any constitutes a default or breach or default) by any party a failure to any PIPE Financing Subscription Agreements known to SPAC; (B) satisfy a condition precedent on Qell’s part under the terms and conditions of the receipt Subscription Agreements, other than any such default, breach or failure that has been irrevocably waived by the applicable Investor or otherwise cured in a timely manner by Qell to the satisfaction of any notice such Investor. There are no commitment fees or other communication from any party fees required to any PIPE Financing Subscription Agreements by SPAC with respect be paid pursuant to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions the terms of any PIPE Financing the Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 1 contract

Samples: Business Combination Agreement (Qell Acquisition Corp)

PIPE Financing. (a) During The Acquiror Parties have delivered to the Interim PeriodCompany true, SPAC may execute PIPE Financing correct and complete copies of each of the Subscription Agreements mutually agreed entered into by SPAC and the Company that would constitute a Acquiror Parties with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide the PIPE Financing; provided that unless otherwise agreed by SPAC and . To the Company in writingknowledge of the Acquiror Parties, no with respect to each PIPE Investor, the Subscription Agreement with such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any discounts, rebates, equity kickers or promote)respect, and (ii) no such PIPE Financing Subscription Agreement shall provide for withdrawal, termination, amendment or modification is contemplated by the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each otherAcquiror Parties. (b) Unless otherwise consented in writing Each Subscription Agreement is a legal, valid and binding obligation of the Acquiror and, to the knowledge of the Acquiror Parties, each PIPE Investor, and none of the execution, delivery or performance of obligations under such Subscription Agreement by the Company (which consent shall not be unreasonably withheldAcquiror or, conditioned or delayed)to the knowledge of the Acquiror Parties, SPAC shall not permit each PIPE Investor, violates any amendment or modification to be made toapplicable Laws. There are no other agreements, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy underside letters, or arrangements between the Acquiror Parties and any replacements of, PIPE Investor relating to any Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Financing Amount set forth in the Subscription Agreements. Each Agreement of such PIPE Investors, and, as of the date hereof, none of the Acquiror Parties shall use its commercially reasonable efforts knows of any facts or circumstances that may reasonably be expected to takeresult in any of the conditions set forth in any Subscription Agreement not being satisfied, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements Amount not being available to the Acquiror Parties, on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: Closing Date. (ic) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the No event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance has occurred that, with or without notice, lapse of time or both, could give rise would constitute a default or breach on the part of the Acquiror Parties under any material term or condition of any Subscription Agreement and, as of the date hereof, the Acquiror Parties have no reason to believe that they will be unable to satisfy in all material respects on a timely basis any breach term or default) condition of closing to be satisfied by it contained in any party to any PIPE Financing Subscription Agreement. The Subscription Agreements known to SPAC; (B) contain all of the receipt conditions precedent (other than the conditions contained in the other agreements related to the Transactions contemplated herein) to the obligations of any notice or other communication from any party the PIPE Investors to any PIPE Financing Subscription Agreements by SPAC with respect contribute to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any the Acquiror Parties the applicable portion of the PIPE Financing Proceeds Amount set forth in the Subscription Agreements on the termsterms therein. (d) No fees, consideration or other discounts are payable or have been agreed by the Acquiror Parties (including, from and after the Closing, the Surviving Corporation and its Subsidiaries) to any PIPE Investor in the manner or from one or more investors as contemplated by respect of its portion of the PIPE Financing Amount, except as set forth in the Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 1 contract

Samples: Merger Agreement (Capitol Investment Corp. V)

PIPE Financing. (a) During SPAC has delivered to the Interim PeriodCompany a true, correct and complete copy of the fully executed SPAC may execute PIPE Financing Subscription Agreements mutually agreed by SPAC as in effect as of the date hereof, each of which is substantially in the form attached hereto as Exhibit A-2, pursuant to which the PIPE Investors have collectively committed, on the terms and subject to the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writingconditions therein, no such PIPE Financing Subscription Agreement shall provide for a to purchase price an aggregate of shares of 22,150,000 SPAC Class A Common Stock at a price less than the SPAC Redemption Price Shares for $10.00 per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription Agreementsshare. Each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the SPAC PIPE Financing Subscription Agreements on is, as of the terms date hereof, in full force and conditions described thereineffect (assuming, including maintaining in effect with respect to each PIPE Investor, that each such SPAC PIPE Subscription Agreement has been duly authorized, executed and delivered by each applicable PIPE Investor), and as of the date hereof, none of the SPAC PIPE Financing Subscription Agreements have been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and, to SPAC’s knowledge, no such amendment or modification is contemplated as of the date hereof. Except as has not and to: (i) satisfy on would not reasonably be expected to cause any of the conditions to a timely basis all conditions and covenants PIPE Investor’s obligation to purchase SPAC Shares under the applicable SPAC PIPE Subscription Agreement to it not be satisfied, as of the date hereof, SPAC is not in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights breach of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, representations or warranties of SPAC or terms or conditions set forth in any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the SPAC PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality As of the foregoingdate hereof, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any no event or circumstance thathas occurred which, with or without notice, lapse of time or both, could give rise would reasonably be expected to constitute a material breach, default or failure to satisfy any breach or default) by any party condition precedent to any a PIPE Financing Subscription Agreements known Investor’s obligation to SPAC; purchase SPAC Shares set forth therein (B) assuming the accuracy of the receipt representations and warranties of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC the Company set forth in this Agreement and, with respect to each PIPE Investor, the accuracy of the representations and warranties of such PIPE Investor set forth in the applicable SPAC PIPE Subscription Agreement). As of the date hereof, assuming the accuracy of the representations and warranties contained in Article 3 in all material respects and, with respect to each PIPE Investor, the representations and warranties of such PIPE Investor in the applicable SPAC PIPE Subscription Agreement in all material respects, the performance by the Company of its covenants, agreements and obligations to be performed at or prior to the Closing hereunder in all material respects and, with respect to each PIPE Investor, the performance by such PIPE Investor of its covenants, agreements and obligations under the applicable SPAC PIPE Subscription Agreement in all material respects, SPAC (i) has no knowledge that any actualevent has occurred that (with or without notice or lapse of time, potentialor both) would constitute a material breach or default under any of the SPAC PIPE Subscription Agreements, threatened (ii) has no knowledge of any fact, event or claimed expiration, lapse, withdrawal, material breach, material default, termination other occurrence that makes any of the representations or repudiation by warranties of SPAC in any party to any of the SPAC PIPE Financing Subscription Agreements or inaccurate in any provisions of any PIPE Financing Subscription Agreements; material respect and (Ciii) if has no knowledge that any of the conditions to the consummation of the transactions contemplated by the SPAC does PIPE Subscription Agreements will not expect be satisfied when required thereunder or that the transaction proceeds contemplated by the SPAC PIPE Subscription Agreements will not be made available when required thereunder. As of the date of this Agreement, no PIPE Investor has notified SPAC in writing of its intention to receive terminate all or any portion of the PIPE Financing Proceeds on the terms, Subscribed Shares (as defined in the manner SPAC PIPE Subscription Agreements) or from one not provide the financing contemplated thereunder. Other than as set forth in the SPAC PIPE Subscription Agreements delivered to the Company in connection with the execution of this Agreement, (A) there are no conditions precedent or more investors as contemplated by contingencies to the obligations of the parties under the SPAC PIPE Subscription Agreements to make the full amount of the PIPE Financing available to SPAC on the terms therein, and (B) to the knowledge of SPAC, there are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to the SPAC PIPE Subscription Agreements. SPAC shall take all actions required under Agreements or the PIPE Financing Subscription Agreements with respect to thereto, other than those entered into with the timely book-entry or other records evidencing the share placement agents of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financingthereto.

Appears in 1 contract

Samples: Transaction Agreement (Riverview Acquisition Corp.)

PIPE Financing. (a) During the Interim Period, SPAC may execute PIPE Financing Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote)Rigel shall, and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall cause its respective Affiliates to, use its commercially their respective reasonable best efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription Agreements. Each of the Parties shall use its commercially reasonable efforts to taketake promptly, or cause to be taken, all actions actions, and doto do promptly, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by secure the PIPE Financing Subscription Agreements Financing, on terms (including as to type of security and price per security) reasonably acceptable to the terms and conditions described thereinTarget Companies, including maintaining in effect the PIPE Financing Subscription Agreements and to: all things reasonably necessary (ix) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing obtain executed Subscription Agreements with respect to the timely book-entry PIPE Financing, which shall have terms, and be in a form, substantially similar to the Subscription Agreements pertaining to the PIPE Investment and otherwise as reasonably acceptable to the Target Companies and Rigel, from investors that are reasonably acceptable to the Target Companies and Rigel (the “Additional PIPE Investors”) pursuant to which the Additional PIPE Investors commit to make private investments in Newco in the form of the purchase Newco Ordinary Shares, other securities of Newco or other records evidencing indebtedness (including convertible indebtedness) of Newco, including a committed equity facility on terms acceptable to the share Target Companies and Rigel, in exchange for an aggregate purchase price of SPAC Class A Common Stock as and when required under any such at least $48,500,000.00 (the “PIPE Financing Subscription AgreementsAmount”, and such financing, collectively, the “PIPE Financing”), and (y) to consummate the PIPE Financing substantially concurrently with the Closing. Each Rigel and the Target Companies shall reasonably cooperate and coordinate the PIPE Financing process, including the timing and substance of outreach to Additional PIPE Investors. Without limiting the Parties shall use its reasonable efforts toforegoing, from the date hereof until the Closing Date, Rigel and the Target Companies shall, and shall instruct its cause their respective financial advisors and legal counsel to, keep the each other Parties and the other Parties’ their respective financial advisors and legal counsel reasonably informed with respect to the PIPE Financing during such periodFinancing. Promptly following the execution thereof, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect Rxxxx shall deliver to the Target Companies a true, correct and complete copy of each Subscription Agreement entered into by Newco with the Additional PIPE FinancingInvestors named therein.

Appears in 1 contract

Samples: Business Combination Agreement (Rigel Resource Acquisition Corp.)

PIPE Financing. (a) During the Interim Period, SPAC may execute PIPE Financing Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented approved in writing by the Company (which consent shall not be unreasonably withheldCompany, conditioned or delayed), SPAC Acquiror shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminationterminate), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription Agreements. Each of Subject to the Parties immediately preceding sentence, Acquiror shall use its commercially reasonable best efforts to take, or to cause to be taken, all actions and dorequired, necessary or cause that it otherwise deems to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements on the terms and conditions described therein, including maintaining in effect using its reasonable best efforts to enforce its rights under the Subscription Agreements to cause the PIPE Financing Investors to pay to (or as directed by) Acquiror the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms. For purposes of satisfying the condition set forth in Section 10.3(d), Acquiror may enter into additional Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it for the sale solely of Acquiror Common Shares in connection with the PIPE Financing Subscription Agreements and otherwise comply Investment in each case with its obligations thereunderreasonable advance notice to the Company; provided that (a) the purchase price is at least $10.00 per Acquiror Common Share so subscribed for, (iib) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC Acquiror shall give the Company prompt written notice: a reasonable opportunity to review and comment on, and shall consider in good faith the Company’s comments before entering into, any such additional Subscription Agreement and (Ac) promptly after the entry into each such Subscription Agreement, Acquiror delivers to the Company true and correct copies thereof. The proceeds raised pursuant to such additional Subscription Agreement(s) shall be included in the determination of any breach the Acquiror Closing Cash Amount. From the date of the announcement of this Agreement or default the transactions contemplated hereby (or any event or circumstance that, with or without notice, lapse of time or both, could give rise pursuant to any breach or defaultapplicable public communication made in compliance with Section 12.12) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of until the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actualClosing Date, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties Acquiror shall use its reasonable best efforts to, and shall instruct its financial advisors to, keep the other Parties Company and the other Parties’ its financial advisors reasonably informed with respect to the PIPE Financing Investment and the Acquiror Common Shares during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties Company or its financial advisors with respect to such matters; provided that each of Acquiror and the other Parties’ Company acknowledges and agrees that none of their respective financial advisors shall be entitled to any fees with respect to the PIPE FinancingInvestment unless as set forth in Section 6.15 of the Acquiror Disclosure Letter or otherwise as mutually agreed by the Company and Acquiror in writing. Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) of any requested amendment to any Subscription Agreement; (ii) of any breach or default to the knowledge of Acquiror by any party to any Subscription Agreement; (iii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, or to the knowledge of Acquiror, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; and (iv) if Acquiror does not expect to receive all or any portion of the applicable purchase price under any PIPE Investor’s Subscription Agreement in accordance with its terms.

Appears in 1 contract

Samples: Merger Agreement (AMCI Acquisition Corp. II)

PIPE Financing. (a) During SPAC has delivered to the Interim PeriodCompany a true, SPAC may execute PIPE Financing correct and complete copy of the fully executed Subscription Agreements mutually agreed by SPAC as in effect as of the date hereof, pursuant to which the PIPE Investors have collectively committed, on the terms and subject to the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writingconditions therein, to purchase an aggregate of no such PIPE Financing Subscription Agreement shall provide for a purchase price of less than 10,000,000 shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price for $10.00 per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription Agreementsshare. Each of the Parties shall use its commercially reasonable efforts Subscription Agreements is, as of the date hereof, in full force and effect (assuming, with respect to takeeach PIPE Investor and the Company, that each such Subscription Agreement has been duly authorized, executed and delivered by each applicable PIPE Investor), and as of the date hereof, none of the Subscription Agreements has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and, to SPAC’s knowledge, no such amendment or modification is contemplated as of the date hereof. SPAC is not in material breach of any of the representations or warranties of SPAC, or cause to be taken, all actions and doterms or conditions set forth in any of the Subscription Agreements. SPAC (i) has no knowledge that any event has occurred that (with or without notice or lapse of time, or cause both) would constitute a breach or default under any of the Subscription Agreements, (ii) has no knowledge of any fact, event or other occurrence that makes any of the representations or warranties of SPAC in any of the Subscription Agreements inaccurate in any material respect and (iii) has no knowledge that any of the conditions to be done, all things necessary, proper or advisable to consummate the consummation of the transactions contemplated by the PIPE Financing Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions will not be satisfied when required thereunder or that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions transaction proceeds contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing will not be made available when required thereunder. As of the expected closings under the date of this Agreement, no PIPE Financing Subscription Agreements; and (iv) deliver notices Investor has notified SPAC in writing of its intention to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive terminate all or any portion of the PIPE Financing Proceeds on Investment Amount or not to provide the terms, financing contemplated thereunder. Other than as set forth in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect delivered to the timely book-entry or other records evidencing Company in connection with the share execution of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts tothis Agreement, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates there are no conditions precedent or contingencies to the obligations of the parties under the Subscription Agreements to make the full PIPE Investment Amount available to SPAC on the terms therein, and (ii) consulting and cooperating withto the knowledge of SPAC, and considering in good faith any feedback fromthere are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to the other Parties Subscription Agreements or the other Parties’ advisors with respect to the PIPE Financing, other than those entered into with the placement agents of the PIPE Investment.

Appears in 1 contract

Samples: Business Combination Agreement (NavSight Holdings, Inc.)

PIPE Financing. (a) During the Interim Period, SPAC may execute PIPE Financing Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company Parent shall use its commercially reasonable best efforts to solicit PIPE Investors to enter into PIPE Subscription Agreements, it being understood and agreed that (i) the identity of the PIPE Investors, (ii) the terms of the PIPE Subscription Agreements and (iii) the terms of the PIPE Preferred Stock to be sold thereby shall be acceptable to the Company in its reasonable discretion. Parent shall promptly deliver to the Company true, correct and complete copies of each PIPE Subscription Agreement entered into by Parent. During the Interim Period, neither Parent nor the Company shall enter into any Contract with a prospective PIPE Investor without the prior written consent of the other Party, such consent not to be unreasonably conditioned, withheld or delayed. (b) Notwithstanding anything to contrary contained in this Agreement, nothing contained in this Section 7.10 or elsewhere in this Agreement shall require, and in no event shall the “commercially reasonable efforts” of Parent be deemed to construe or require, Parent to (i) bring any enforcement action against any PIPE Investor to enforce its rights under the applicable PIPE Commitments, (ii) seek or accept PIPE Commitments on terms adverse to or less favorable than those set forth in the PIPE Subscription Agreements or (iii) agree to waive any term or condition of this Agreement or amend or waive any term of the PIPE Subscription Agreements. Under no circumstances shall Parent or its Affiliates or Representatives be obligated to provide any PIPE Commitments. (c) During the Interim Period, the Company shall, and shall cause its appropriate officers and employees to, use commercially reasonable efforts to cooperate with each other in connection with the arrangement of any the PIPE Financing Commitments as may be reasonably requested by each otherParent. Such commercially reasonable efforts may include (i) participating in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with rating agencies at mutually agreeable times and locations and upon reasonable advance notice, (ii) assisting with the preparation of customary materials for actual and potential PIPE Investors, rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the PIPE Commitments (which shall not include pro forma financial information), (iii) providing the Company Financial Statements and such other financial information regarding the Company that is readily available or within the Company’s possession and as is reasonably requested in connection with the PIPE Commitments, (iv) furnishing Parent upon reasonable advance notice customary documentation and other information under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and (v) otherwise reasonably cooperating in Parent’s efforts to obtain the PIPE Commitments. (bd) Unless otherwise consented The Parties acknowledge and agree that Parent shall remain primarily responsible for arranging the PIPE Commitments and consummating the PIPE Financing. As such, and notwithstanding the obligations of the Company set forth in writing Section 7.10(c), (i) such requested cooperation of the Company shall not unreasonably interfere with the ongoing operations of the Company, (ii) neither the Company nor any of its Affiliates or Representatives shall be required to execute or enter into or perform any agreement with respect to the PIPE Commitments, or to take any action that would subject such Person to actual liability, to bear any cost or expense or to provide any indemnity with respect to the PIPE Commitments (other than (A) any customary management representation and authorization letter in connection with marketing materials contemplated by the PIPE Commitments and (B) customary obligations of the Surviving Company that are contingent upon the Closing and which would not be effective prior to the Closing) and (iii) Persons who are on the Board of the Company prior to the Closing in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution of the PIPE Commitments. Under no circumstances shall the Company, the Company Members or their respective Affiliates or Representatives be obligated to provide any PIPE Commitments or forfeit, transfer or modify the terms of the Aggregate Consideration, or any portion or component thereof, in connection with the PIPE Financing. (e) All costs, fees and expenses in connection with the PIPE Financing will be borne by Parent (and such costs, fees and expenses shall constitute Parent Transaction Expenses upon the Closing). As such, Parent shall advance or, within two Business Days following written request by the Company (which consent shall not be unreasonably withheldor its Representatives, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements reimburse all reasonable and documented travel and other out-of, any -pocket expenses of the Company and its Representatives in connection with their respective obligations under this Section 7.10 (f) Following the execution of any PIPE Financing Subscription Agreements. Each of the Parties Agreement, Parent shall use its commercially reasonable best efforts to take, or cause satisfy the conditions to be taken, all actions the applicable PIPE Investor’s obligations thereunder and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by thereby. Parent shall not terminate, or amend or waive in any material respect any PIPE Subscription Agreement without the PIPE Financing Subscription Agreements on the terms and conditions described thereinCompany’s prior written consent, including maintaining in effect the PIPE Financing Subscription Agreements and to: such consent not to be unreasonably conditioned, withheld or delayed, other than (i) satisfy on a timely basis all conditions and covenants applicable to it in as expressly provided for by the terms of the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, or (ii) without limiting the rights to reflect any permitted assignments or transfers of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the applicable PIPE Financing Subscription Agreements at or prior to the Closing; Investors. (iiig) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC Parent shall give the Company prompt written noticenotice of: (Ai) of any request from a PIPE Investor for any amendment to its PIPE Subscription Agreement; (ii) any actual, threatened or anticipated breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party PIPE Investor under its PIPE Subscription Agreement (to any PIPE Financing Subscription Agreements known to SPACthe extent of Parent’s knowledge thereof); and (Biii) of the receipt of any written notice or other written communication from any party to any PIPE Financing Subscription Agreements by SPAC Investor with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Investor under its PIPE Subscription Agreements. Each Agreement. (h) The obligations of the Parties under this Section 7.10 shall use its reasonable efforts to, and shall instruct its advisors to, keep not survive the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE FinancingClosing.

Appears in 1 contract

Samples: Merger Agreement (AltEnergy Acquisition Corp)

PIPE Financing. (a) During the Interim Period, SPAC may execute PIPE Financing Parent has executed Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by Investors for them to purchase the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification PIPE Shares for an aggregate investment equal to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription AgreementsAmount. Each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate PIPE Investors has represented that it is an “accredited investor” (within the transactions contemplated by the PIPE Financing Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (imeaning of Rule 501(a) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Securities Act) or a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act). True and complete executed copies of each Subscription Agreements) Agreement have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at delivered to Alps Holdco on or prior to the Closing; (iii) confer with each other regarding timing date hereof. Each of the expected closings under Subscription Agreements (a) have been duly authorized, executed and delivered by Parent, (b) are in full force and effect and have not been withdrawn, terminated or otherwise amended or modified (and no such withdrawal, termination, amendment or modification is contemplated by Parent) and (c) constitute a legal, valid and binding obligation of Parent, enforceable against Parent, and, to the knowledge of Parent, the other parties thereto, in accordance with their terms. There are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement or the purchase by such PIPE Investor of securities of Parent, that could affect the obligation of the PIPE Financing Subscription Agreements; and (iv) deliver notices Investors to acquire their portion of the PIPE Shares as set forth in the applicable counterparties Subscription Agreement, and, as of the date hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreements not being satisfied, or the PIPE Financing Subscription Agreements sufficiently in advance of Investment Amount not being available to Parent, on the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription AgreementsDate. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any No event or circumstance has occurred that, with or without notice, lapse of time or both, could give rise would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the date hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any breach term or defaultcondition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent to the obligations of the PIPE Investors to acquire the PIPE Shares on the terms set forth therein. No fees, consideration (other than PIPE Shares) or other discounts are payable or have been agreed by any party Parent to any PIPE Financing Investor in respect of its PIPE Shares to be acquired under its Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE FinancingAgreement.

Appears in 1 contract

Samples: Merger Agreement (Globalink Investment Inc.)

PIPE Financing. (a) During Parent has delivered to the Interim PeriodCompany true, SPAC may execute PIPE Financing correct and complete copies of each of the Subscription Agreements mutually agreed entered into by SPAC and Parent with the Company that would constitute a applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide the PIPE Financing; provided that unless otherwise agreed by SPAC and . To the Company in writingknowledge of Parent (except as it relates to any PIPE Investor affiliated with the Sponsor), no with respect to each PIPE Investor, each Subscription Agreement with such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including Investors is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any discounts, rebates, equity kickers or promote)respect, and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheldwithdrawal, conditioned or delayed)termination, SPAC shall not permit any amendment or modification is contemplated by Parent. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to be made to, the knowledge of Parent (except as relates to any waiver (in whole or in part) or provide consent to (including consent to terminationPIPE Investor affiliated with the Sponsor), each PIPE Investor that is party thereto, and none of the execution, delivery or performance of obligations under such Subscription Agreement by Parent or, to the knowledge of Parent (except as relates to any provision or remedy underPIPE Investor affiliated with the Sponsor), such PIPE Investor, violates any applicable Laws. There are no other agreements, side letters, or arrangements between Parent and any replacements ofPIPE Investor or Backstop Investor relating to any Subscription Agreement or the Backstop Subscription Agreement, any respectively, that could affect the obligation of such PIPE Investors or Backstop Investor to contribute to Parent the applicable portion of the PIPE Financing Amount set forth in the Subscription AgreementsAgreement of such PIPE Investors or the Backstop Tranche 2 Financing Amount set forth in the Backstop Subscription Agreement. Each As of the Parties shall use its commercially reasonable efforts Signing Date, Parent does not know of any facts or circumstances that may reasonably be expected to takeresult in any of the conditions set forth in any Subscription Agreement not being satisfied, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements Amount not being available to Parent, on the terms and Closing Date and, as of the date hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it set forth in the PIPE Financing Backstop Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been Agreement not being satisfied, consummate or the transactions contemplated by the PIPE Backstop Tranche 2 Financing Subscription Agreements at or prior Amount not being available to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of Parent, on the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription AgreementsDate. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any No event or circumstance has occurred that, with or without notice, lapse of time or both, could give rise would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement or the Backstop Subscription Agreement. As of the Signing Date, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any breach term or default) condition of closing to be satisfied by it contained in any party Subscription Agreement and, as of the date hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any PIPE Financing term or condition of closing to be satisfied by it contained in the Backstop Subscription Agreement. The Subscription Agreements known to SPAC; (B) and the Backstop Subscription Agreement contain all of the receipt conditions precedent (other than the conditions contained in the other agreements related to the transactions contemplated herein) to the obligations of any notice or other communication from any party the PIPE Investors and Backstop Investor to any PIPE Financing Subscription Agreements by SPAC with respect contribute to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any Parent the applicable portion of the PIPE Financing Proceeds Amount set forth in the Subscription Agreements and the Backstop Tranche 2 Financing Amount set forth in the Backstop Subscription Agreement, respectively, each on the termsterms set forth therein. (b) No fees, consideration or other discounts are payable or have been agreed by Parent or any of its subsidiaries (including, from and after the Closing, the Final Surviving Company and its subsidiaries) to any PIPE Investor in the manner or from one or more investors as contemplated by respect of its portion of the PIPE Financing Amount, except as set forth in the Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Virgin Group Acquisition Corp. II)

PIPE Financing. (a) During the Interim Period, SPAC may execute PIPE Financing has entered into Subscription Agreements mutually agreed by with Subscribers for the sale of Post-Closing SPAC Shares upon Closing for aggregate gross proceeds to SPAC of approximately $80.43 million. Each Subscriber has completed an accredited investor questionnaire customary for financings of the type and size of the PIPE Financing, and the Company has received representations and warranties from each Subscriber that would constitute such Subscriber is a PIPE Financing; provided that unless otherwise agreed by “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and is not acquiring the Post-Closing SPAC and the Company in writingShares with a view to, no such PIPE Financing Subscription Agreement shall provide or for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers offer or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other sale in connection with with, any distribution thereof in violation of the arrangement of any PIPE Financing as may be reasonably requested by each otherSecurities Act. (b) Unless otherwise consented in writing by SPAC has delivered to the Company (which consent shall not be unreasonably withheldtrue, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to correct and complete copies of each of the Subscription Agreements (including consent to terminationany side letters or addendums thereto), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription Agreements. Each of the Parties shall use its commercially reasonable efforts Subscription Agreements are in full force and effect and are legal, valid and binding upon SPAC, enforceable against SPAC in accordance with their terms (subject to takeapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or cause other Laws affecting generally the enforcement of creditors’ rights and subject to be takengeneral principles of equity). None of the Subscription Agreements have been withdrawn, all actions terminated, amended or modified since the date of delivery hereunder and doprior to the execution of this Agreement, and, to the knowledge of SPAC, as of the date of this Agreement no such withdrawal, termination, amendment or cause modification is contemplated, and as of the date of this Agreement, to be donethe knowledge of SPAC, all things necessarythe commitments contained in the Subscription Agreements have not been withdrawn, proper terminated or advisable to consummate the transactions contemplated rescinded by the PIPE Financing Subscribers party thereto in any respect. SPAC has, as of the date hereof, complied in all material respects with all of its obligations under the Subscription Agreements on Agreements. There are no conditions precedent or other contingencies related to the terms and conditions described therein, including maintaining in effect consummation of the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it purchases set forth in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing as expressly set forth in such Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 1 contract

Samples: Business Combination Agreement (Omnichannel Acquisition Corp.)

PIPE Financing. Prior to the earlier of the Closing and the termination of this Agreement in accordance with its terms: (a) During the Interim Period, SPAC may execute PIPE Financing Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company Parent shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription Agreements. Each of the Parties shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to it Parent in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions to the Investor’s obligation to fund in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC Parent or any of their respective affiliates its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription AgreementsClosing) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; , (iii) confer with each without limiting the Company’s rights to enforce such Subscription Agreements pursuant to Section 9.11, enforce its rights under the Subscription Agreements in the event that all conditions to the Investor’s obligation to fund in the Subscription Agreements (other regarding timing than conditions that Parent or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable Investors to pay to (or as directed by) Parent the applicable portion of the expected closings under PIPE Financing, as applicable, set forth in the PIPE Financing Subscription Agreements; Agreements in accordance with their terms and (iv) deliver notices to the applicable counterparties to consummate the PIPE Financing Subscription Agreements sufficiently when required pursuant to this Agreement. (b) Unless otherwise approved in advance writing by the Company (which approval may be given or withheld by the Company in its sole discretion), Parent shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify, the applicable purchase price per share or provide the applicable Investor any material post-Closing right in respect of the Closing to cause them to fund their obligations as far Company under any Subscription Agreement, in advance each case other than by termination of such Subscription Agreement (and a withdrawal of the Closing as permitted by applicable Investor) or a reduction in the PIPE Financing Investor’s commitment under such Subscription Agreements. Without limiting the generality of the foregoingAgreement (in which case, SPAC Parent shall give provide the Company with prompt written notice: (A) notice of any breach such termination or default reduction). In the event Parent determines to permit any other amendment or modification to be made to, any other waiver (in whole or in part) of, or provide any event or circumstance thatother consent to modify, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt other material provision of any Subscription Agreement, Parent shall provide the Company with prompt written notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and such amendment, modification, waiver or consent to modify. (Cc) if SPAC does not expect to receive all or In the event any portion of the PIPE Financing Proceeds becomes unavailable on the termsterms and conditions contemplated in the Subscription Agreements, Parent and the Company shall (and shall direct their respective financial advisors to) cooperate in good faith and use their respective commercially reasonable efforts to arrange and obtain as promptly as reasonably practicable following the occurrence of such event alternative financing on terms and conditions no less favorable, in the manner or aggregate, than those contained in the Subscription Agreements (“Alternative Financing”) from one or more investors as contemplated by alternative sources (the “Alternative Financing Source”) equal to such portion of the PIPE Financing Subscription Agreementsthat becomes unavailable. SPAC shall take all actions required under If and to the PIPE Financing Subscription Agreements extent a definitive subscription agreement is entered into with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts toAlternative Financing, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect subject to the PIPE terms and conditions of this Agreement, Section 5.19(a) and Section 5.19(b) shall apply to such Alternative Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financingmutatis mutandis.

Appears in 1 contract

Samples: Merger Agreement (Leo Holdings III Corp.)

PIPE Financing. (a) During As of the Interim Perioddate hereof, SPAC may execute PIPE Financing Parent has delivered to the Company true, correct and complete copies of each of the Subscription Agreements mutually agreed entered into by SPAC Parent with the applicable Investors named therein, pursuant to which the Investors have committed to provide the PIPE Financing. Each Subscription Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended, modified or waived, and each such Subscription Agreement is a legal, valid and binding obligation of Parent and to the knowledge of Parent, assuming the accuracy of the representations and warranties of the applicable Investors set forth in the Subscription Agreements, each Investor, and each such Subscription Agreement is enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the Company discretion of courts in granting equitable remedies. There are no other agreements, side letters, or arrangements between Parent and any Investor relating to any Subscription Agreement that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and affect the obligation of such Investor to contribute to the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any applicable portion of the PIPE Financing set forth in the Subscription Agreements. Each Agreement of such Investor, and, as of the Parties shall use its commercially reasonable efforts to takedate hereof, Parent does not know of any facts or circumstances that would result in any of the conditions set forth in any Subscription Agreement not being satisfied, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements not being available to Parent, on the Closing Date. As of the date hereof, Parent is not in breach of any of the terms and or conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing knowledge of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoingParent, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any no event or circumstance has occurred that, with or without notice, lapse of time or both, could give rise would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and as of the date hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term of condition of closing to be satisfied by it contained in any Subscription Agreement. There are no conditions precedent or contingencies to the obligations of the parties under any Subscription Agreement to fund the applicable amount set forth therein, other than as set forth in such Subscription Agreement, this Agreement or any Ancillary Agreement. As of the date hereof, no fees, consideration or other discounts are payable or have been agreed by Parent (including, from and after the Closing, the Company, Merger Sub I and Merger Sub II) to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt Investor in respect of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any its portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 1 contract

Samples: Merger Agreement (Leo Holdings III Corp.)

PIPE Financing. (a) During VIH has delivered to Bakkt Opco true, correct and complete copies of each of the Interim Period, SPAC may execute PIPE Financing Subscription Agreements mutually agreed entered into by SPAC and VIH with the Company that would constitute a applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide the PIPE Financing; provided that unless otherwise agreed by SPAC and . To the Company in writingknowledge of VIH, no with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Financing Subscription Agreement Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended, modified or waived, in any material respect (it being understood that a change of or to one or more entities or individuals with respect to an PIPE Investor shall provide for not be deemed a purchase price violation of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promoteforegoing), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheldwithdrawal, conditioned or delayed)termination, SPAC shall not permit any amendment or modification to be made tois contemplated by VIH. Each PIPE Subscription Agreement is a legal, valid and binding obligation of VIH, each PIPE Investor, and neither the execution or delivery by any waiver (in whole or in part) or provide consent to (including consent to termination)party thereto nor the performance of any party’s obligations under any such PIPE Subscription Agreement violates any Laws. There are no other agreements, any provision or remedy underside letters, or arrangements between VIH and any replacements ofPIPE Investor relating to any PIPE Subscription Agreement, any that would affect the obligation of such PIPE Investors to contribute to Bakkt Opco the applicable portion of the PIPE Financing set forth in the PIPE Subscription Agreements. Each Agreement of such PIPE Investor, and, as of the Parties shall use its commercially reasonable efforts to takedate hereof, VIH does not know of any facts or circumstances that would result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements not being available to VIH, on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the Closing Date. No event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance has occurred that, with or without notice, lapse of time or both, could give rise would constitute a default or breach on the part of VIH under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, VIH has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any breach term or defaultcondition of closing to be satisfied by it contained in any PIPE Subscription Agreement. (b) No fees, consideration or other discounts are payable or have been agreed by VIH or any party of its Subsidiaries (including, from and after the Closing, Bakkt Opco and its Subsidiaries) to any PIPE Financing Subscription Agreements known to SPAC; (B) Investor in respect of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any its portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 1 contract

Samples: Merger Agreement (VPC Impact Acquisition Holdings)

PIPE Financing. (a) During Prior to the Interim PeriodClosing Date, SPAC may execute PIPE Financing (i) the Purchaser shall have delivered to the Company true, correct and complete copies of each of the Subscription Agreements mutually agreed to be entered into by SPAC and the Company that would constitute a Purchaser with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors shall have committed to provide the PIPE Financing; provided that unless otherwise agreed by SPAC and (ii) to the Company in writingKnowledge of the Purchaser, no with respect to each PIPE Investor, the Subscription Agreement with such PIPE Financing Investor shall be in full force and effect and shall not have been withdrawn or terminated, or otherwise amended, modified or waived, in any material respect (it being understood that a change of or to one or more entities or individuals with respect to a PIPE Investor shall not be deemed a violation of the foregoing), and no withdrawal, termination, amendment or modification shall be contemplated by the Purchaser; (iii) each Subscription Agreement shall provide for be a purchase price legal, valid and binding obligation of shares the Purchaser and, to the Knowledge of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discountsPurchaser, rebates, equity kickers or promote)each PIPE Investor, and (ii) no neither the execution or delivery by the Purchaser thereto nor the performance of the Purchaser’s obligations under any such PIPE Financing Subscription Agreement shall provide for violate any Laws; (iv) there shall be no other agreements, side letters, or arrangements between the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC Purchaser and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by Investor relating to any Subscription Agreement that would affect the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification obligation of such PIPE Investor to be made to, any waiver (in whole or in part) or provide consent contribute to (including consent to termination), any provision or remedy under, or any replacements of, any the Purchaser the applicable portion of the PIPE Financing set forth in the Subscription Agreements. Each Agreement of such PIPE Investor, and the Purchaser shall not know of any facts or circumstances that would result in any of the Parties shall use its commercially reasonable efforts to takeconditions set forth in any Subscription Agreement not being satisfied, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior not being available to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription AgreementsPurchaser; and (ivv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC no event shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance have occurred that, with or without notice, lapse of time or both, could give rise would constitute a material default or breach on the part of the Purchaser under any term or condition of any Subscription Agreement and the Purchaser has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any breach term or defaultcondition of closing to be satisfied by it contained in any Subscription Agreement. (b) No fees, consideration (other than securities of the Purchaser issued in connection with the PIPE Financing) or other discounts are or will be payable or have been agreed by any party the Purchaser (including, from and after the Closing, the Company and Merger Sub) to any PIPE Financing Subscription Agreements known to SPAC; (B) Investor in respect of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any its portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Creek Road Miners, Inc.)

PIPE Financing. (a) During The Company and SPAC shall, and shall cause their respective Affiliates and Representatives to, use their respective commercially reasonable efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable (including participating in “road shows”) to secure the Interim PeriodPIPE Financing, SPAC may execute PIPE Financing Subscription Agreements mutually agreed by SPAC and on terms reasonably acceptable to the Company and SPAC, including all things reasonably necessary (i) to obtain executed subscription agreements (such executed subscription agreements, the “Subscription Agreements”), which shall have terms, and be in a form, reasonably acceptable to the Company and SPAC, from investors that would constitute a are reasonably acceptable to the Company and SPAC (the “PIPE Financing; provided that unless otherwise agreed by SPAC and Investors”) pursuant to which the PIPE Investors commit to make private investments in the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a the form of the purchase price of shares equity or the purchase of SPAC Class A Common Stock at a price less than other securities of the SPAC Redemption Price per share of SPAC Class A Common Stock Company or indebtedness (including convertible indebtedness) of the Company, including a committed equity facility or non-redemption or backstop arrangements, in any discountscase, rebates, equity kickers or promoteon terms reasonably acceptable to the Company and SPAC (the “PIPE Financing”), and (ii) no such to consummate the PIPE Financing prior to or substantially concurrently with the Closing on the terms and subject to the conditions set forth in the Subscription Agreements, including, using their respective commercially reasonable efforts to enforce their respective rights under the Subscription Agreements to cause the PIPE Investors to pay the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stockin accordance with its terms. Each of SPAC and the Company shall, and shall use its commercially reasonable efforts to cause their respective Affiliates and Representatives to, reasonably cooperate with each other in connection with and coordinate the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by process, including the timing and substance of outreach to PIPE Investors. Once Subscription Agreements have been executed, the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of or provide consent to modify (including consent to terminationterminate), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription Agreements. Each , provided that it shall be permitted, after reasonable consultation with SPAC, to agree to any amendment, modification or waiver that is solely ministerial in nature or otherwise immaterial, and, in each case, that does not affect any economic or any other material term, it being understood, but without limiting the foregoing, that it shall be deemed material if any amendment, modification or waiver (i) reduces or is reasonably expected to reduce the amount of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing available under any Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunderAgreement, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreementsimposes new or additional conditions or otherwise expands, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC amends or modifies any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on or (iii) prevents, impedes or delays or is expected to prevent, impede or delay the terms, in consummation of the manner or from one or more investors as contemplated by the PIPE Financing Subscription AgreementsTransactions. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect Notwithstanding anything to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each contrary in this Agreement, each of the Parties acknowledges and agrees that obtaining any PIPE Financing shall use its reasonable efforts tonot be a condition to the Closing. (b) Without limiting the foregoing, from the date hereof until the Closing Date, SPAC and the Company shall, and shall instruct its cause their respective financial advisors and legal counsel to, keep the each other Parties and the other Parties’ their respective financial advisors and legal counsel reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cartica Acquisition Corp)

PIPE Financing. (a) During As of the Interim PeriodClosing Date, SPAC may execute PIPE Financing (i) the Purchaser shall have delivered to the Company true, correct and complete copies of each of the Subscription Agreements mutually agreed to be entered into by SPAC and the Company that would constitute a Purchaser with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors shall have committed to provide the PIPE Financing; provided that unless otherwise agreed by SPAC and (ii) to the Company in writingKnowledge of the Purchaser, no with respect to each PIPE Investor, the Subscription Agreement with such PIPE Financing Investor shall be in full force and effect and shall not have been withdrawn or terminated, or otherwise amended, modified or waived, in any material respect (it being understood that a change of or to one or more entities or individuals with respect to a PIPE Investor shall not be deemed a violation of the foregoing), and no withdrawal, termination, amendment or modification shall be contemplated by the Purchaser; (iii) each Subscription Agreement shall provide for be a purchase price legal, valid and binding obligation of shares the Purchaser and, to the Knowledge of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discountsPurchaser, rebates, equity kickers or promote)each PIPE Investor, and (ii) no neither the execution or delivery by the Purchaser thereto nor the performance of the Purchaser’s obligations under any such PIPE Financing Subscription Agreement shall provide for violate any Laws; (iv) there shall be no other agreements, side letters, or arrangements between the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC Purchaser and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by Investor relating to any Subscription Agreement that would affect the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification obligation of such PIPE Investor to be made to, any waiver (in whole or in part) or provide consent contribute to (including consent to termination), any provision or remedy under, or any replacements of, any the Purchaser the applicable portion of the PIPE Financing set forth in the Subscription Agreements. Each Agreement of such PIPE Investor, and the Purchaser does not know of any facts or circumstances that would result in any of the Parties shall use its commercially reasonable efforts to takeconditions set forth in any Subscription Agreement not being satisfied, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior not being available to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription AgreementsPurchaser; and (ivv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC no event shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance have occurred that, with or without notice, lapse of time or both, could give rise would constitute a material default or breach on the part of the Purchaser under any term or condition of any Subscription Agreement and the Purchaser has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any breach term or defaultcondition of closing to be satisfied by it contained in any Subscription Agreement. (b) No fees, consideration (other than Purchaser Common Stock issued in connection with the PIPE Financing) or other discounts are or will be payable or have been agreed by any party the Purchaser (including, from and after the Closing, the Company and Merger Sub) to any PIPE Financing Subscription Agreements known to SPAC; (B) Investor in respect of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any its portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 1 contract

Samples: Merger Agreement (Creek Road Miners, Inc.)

PIPE Financing. (a) During Commencing as soon as practicable after the Interim Perioddate hereof, SPAC may execute PIPE Financing Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC Parent and the Company shall use its commercially reasonable efforts to cooperate solicit investors (the “PIPE Investors”) to enter into subscription agreements with each other in connection with Parent (as amended or modified from time to time, collectively, the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing “Subscription Agreements”), on terms approved by the Company (which consent shall such approval not to be unreasonably withheld, conditioned or delayed), SPAC pursuant to which, among other things, each PIPE Investor shall agree to subscribe for and purchase from Parent, and Parent shall agree to issue and sell to each such PIPE Investor, on the Closing Date concurrent with the Closing, the number or amount of Parent Ordinary Shares, Parent Preference Shares or other equity or equity-linked securities of Parent set forth in the applicable Subscription Agreement, in exchange for the purchase price set forth therein, in an aggregate amount of $5,000,000 (the financing contemplated by the Subscription Agreements, the “PIPE Financing”). Simultaneous with entering into the Subscription Agreements, the PIPE Investors shall enter into a registration rights agreement with Parent (as amended or modified from time to time, the “Registration Rights Agreement”), on terms approved by the Company (such approval not permit any amendment or modification to be made tounreasonably withheld, any waiver (in whole conditioned or in part) or provide consent to (including consent to terminationdelayed), any provision pursuant to which, among other things, Parent shall grant the PIPE Investors demand and piggyback registration rights relating to the Parent Ordinary Shares issuable pursuant to the Subscription Agreements or remedy underunderlying the Parent Preference Shares or other equity or equity-linked securities issued pursuant to the Subscription Agreements. The Company shall reasonably cooperate in soliciting the PIPE Investors, or any replacements of, any of obtaining the PIPE Financing and preparing the Subscription AgreementsAgreements and Registration Rights Agreement by, in a timely manner, (i) providing such information and assistance as Parent may reasonably request, (ii) granting such access to potential PIPE Investors and their representatives as may reasonably be necessary for their due diligence, and (iii) causing its and its Subsidiaries’ respective senior management teams to participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to the PIPE Financing. Each of the Parties The Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by cause the PIPE Financing Subscription Agreements to be consummated on the terms and conditions described thereinset forth in the Subscription Agreements, including maintaining using its commercially reasonable efforts to (i) maintain in full force and effect the PIPE Financing Subscription Agreements and to: in accordance with the terms thereof, (iii) satisfy on a timely basis all conditions and covenants applicable to it in obtaining the PIPE Financing set forth in the Subscription Agreements that are applicable to the Parent or any of its Subsidiaries and otherwise comply with within the control of the Parent or any of its obligations thereunderSubsidiaries, (iiiii) without limiting cause the rights of any party PIPE Investors to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in fund the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at concurrently with or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and , (iv) deliver notices to comply on a timely basis with the applicable counterparties to Parent’s obligations under the PIPE Financing Subscription Agreements sufficiently in advance of Agreements, and (v) enforce the Closing to cause them to fund their obligations as far in advance of Parent’s rights under the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting The net proceeds from the generality of PIPE shall be used, first, for all Parent tax liabilities and deferred underwriting discounts and commissions, and second, for all Parent Transaction Expenses and other liabilities due and payable (in each case, to the foregoing, SPAC extent not paid from the Trust Fund in accordance with Section 5.18). Any net proceeds following the foregoing uses shall give be transferred to the Company prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of and used for the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; Company Transaction Expenses due and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as payable and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, for Company working capital and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financinggeneral corporate purposes.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Bowen Acquisition Corp)

PIPE Financing. (a) During On or prior to the Interim Perioddate of this Agreement, SPAC may execute PIPE Financing CHFW has entered into Subscription Agreements mutually agreed by SPAC with PIPE Investors, true and correct copies of which have been provided to the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC on or prior to the date of this Agreement, pursuant to which, and on the Company in writingterms and subject to the conditions of which, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discountsInvestors have agreed, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement transactions contemplated hereby, to purchase from CHFW shares of CHFW Common Stock for an aggregate purchase price of $120,200,000. Such Subscription Agreements are in full force and effect with respect to, and binding on, CHFW and, to the knowledge of CHFW, on each PIPE Investor party thereto, in accordance with their terms. There are no other agreements, side letters or arrangements between CHFW and any PIPE Financing as may Investor relating to any such Subscription Agreement that would reasonably be reasonably requested by each other. (b) Unless otherwise consented in writing by expected to materially and adversely affect the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification obligation of such PIPE Investor to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any purchase from CHFW the applicable portion of the PIPE Financing Amount set forth in such Subscription Agreements. Each Agreement of such PIPE Investors and, as of the Parties shall use its commercially reasonable efforts date hereof, CHFW does not have knowledge of any facts or circumstances that would reasonably be expected to takeresult in any of the conditions set forth in any such Subscription Agreement not being satisfied, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements Amount not being available to CHFW on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the Closing Date. No event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance has occurred that, with or without notice, lapse of time or both, could give rise would constitute a material default or breach on the part of CHFW under such Subscription Agreement and, as of the date hereof, CHFW has no reason to believe that CHFW will be unable to satisfy in all material respects on a timely basis the terms and conditions of closing to be satisfied by CHFW contained in any breach or default) by any party to any PIPE Financing such Subscription Agreement. Such Subscription Agreements known to SPAC; (B) contain all of the receipt conditions precedent (other than the conditions contained in this Agreement and the Ancillary Documents, as applicable) to the obligations of any notice or other communication from any party the PIPE Investors to any PIPE Financing Subscription Agreements by SPAC with respect contribute to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any CHFW the applicable portion of the PIPE Financing Proceeds Amount set forth in such Subscription Agreements on the termsterms therein. No fees, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry cash consideration or other records evidencing discounts are payable or have been agreed to be paid by CHFW or any of its Subsidiaries (including, from and after the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback fromClosing, the other Parties or the other Parties’ advisors with Company and its Subsidiaries) to any PIPE Investor in respect to the of its PIPE Financinginvestment.

Appears in 1 contract

Samples: Business Combination Agreement (Consonance-HFW Acquisition Corp.)

PIPE Financing. (a) During In connection with the Interim PeriodPIPE Financing, SPAC may execute PIPE Financing Subscription Agreements mutually agreed by SPAC and Acquiror has delivered to the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC true, correct and the Company in writing, no such PIPE Financing complete copy of each Subscription Agreement shall provide for a purchase price of shares of SPAC Class A executed on or prior to the date hereof, pursuant to which certain Persons, evidenced in such Subscription Agreements, who have committed to purchasing Acquiror Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement Transactions (each, a “PIPE Investor”) in an aggregate amount equal to one hundred fifty million dollars ($150,000,000) (the “PIPE Investment Amount”). Each Subscription Agreement is in full force and effect and is legal, valid and binding upon Acquiror and the applicable PIPE Investor, enforceable in accordance with its terms. As of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withhelddate hereof, conditioned no Subscription Agreement has been withdrawn, terminated, amended or delayed)modified since the date of delivery hereunder and, SPAC shall not permit any to the Knowledge of Acquiror, no such withdrawal, termination, amendment or modification is contemplated, and the commitments contained in each Subscription Agreement have not been withdrawn, terminated or rescinded by the applicable PIPE Investor in any respect. There are no side letters or Contracts to be made to, any waiver (in whole which Acquiror or in part) or provide consent Merger Sub is a party related to (including consent to termination), any the provision or remedy underfunding, as applicable, of the purchases contemplated by each Subscription Agreement or any replacements of, any the Transactions or that could affect the obligation of the PIPE Financing Subscription Agreements. Each Investors to contribute to Acquiror the applicable portion of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it Investment Amount set forth in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (each case, other than conditions that as expressly set forth in this Agreement, each Subscription Agreement or any other agreement entered into (or to be entered into) in connection with the Transactions and delivered to the Company. Acquiror has, SPAC and to the Knowledge of Acquiror, each PIPE Investor has, complied with all of its obligations under each Subscription Agreement. There are no conditions precedent or any other contingencies related to the consummation of their respective affiliates control the satisfaction of and purchases set forth in each Subscription Agreement, other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing as expressly set forth in each Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing Agreement as of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreementsdate hereof. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any No event or circumstance thathas occurred which, with or without notice, lapse of time or both, could give rise would or would reasonably be expected to (i) constitute a default or breach on the part of Acquiror or, to the Knowledge of Acquiror as of the date hereof, any breach PIPE Investor, (ii) assuming the conditions set forth in ‎Section 8.1 and Section 8.2 will be satisfied, constitute a failure to satisfy a condition on the part of Acquiror or, to the Knowledge of Acquiror as of the date hereof, the applicable PIPE Investor or default(iii) assuming the conditions set forth in ‎Section 8.1 and Section 8.2 will be satisfied, to the Knowledge of Acquiror as of the date hereof, result in any portion of PIPE Investment Amount to be paid by each PIPE Investor in accordance with each Subscription Agreement being unavailable on the Closing Date. As of the date hereof, assuming the conditions set forth in ‎Section 8.1 and Section 8.2 will be satisfied, Acquiror has no reason to believe that any party of the conditions to the consummation of the purchases under each Subscription Agreement will not be satisfied, and, as of the date hereof, Acquiror is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied. No fees, consideration or other discounts are payable or have been agreed by Acquiror or any of its Affiliates (including, from and after the Closing, the Acquiror, the Surviving Corporation and their respective Subsidiaries) to any PIPE Financing Subscription Agreements known to SPAC; (B) Investor in respect of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any its portion of the PIPE Financing Proceeds on the termsInvestment Amount, except as set forth in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 1 contract

Samples: Merger Agreement (Roth CH Acquisition II Co)

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PIPE Financing. (a) During The Acies Parties have delivered to the Interim PeriodCompany true, SPAC may execute correct and complete copies of each of the PIPE Financing Subscription Agreements mutually agreed entered into by SPAC and the Company that would constitute a Acies Parties with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide the PIPE Financing; provided that unless otherwise agreed by SPAC and . To the Company in writingknowledge of the Acies Parties, no with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any discounts, rebates, equity kickers or promote)respect, and (ii) no such PIPE Financing Subscription Agreement shall provide for withdrawal, termination, amendment or modification is contemplated by the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each otherAcies Parties. (b) Unless otherwise consented in writing Each Subscription Agreement is a legal, valid and binding obligation of the Acies Parties and, to the knowledge of the Acies Parties, each PIPE Investor, and none of the execution, delivery or performance of obligations under such Subscription Agreement by the Company (which consent shall not be unreasonably withheldAcies Parties or, conditioned or delayed)to the knowledge of the Acies Parties, SPAC shall not permit each PIPE Investor, violates any amendment or modification to be made toLaws. There are no other agreements, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy underside letters, or arrangements between the Acies Parties and any replacements of, PIPE Investor relating to any Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to Acies the applicable portion of the PIPE Financing Amount set forth in the PIPE Subscription Agreements. Each Agreement of such PIPE Investors, and, as of the date hereof, none of the Acies Parties shall use its commercially reasonable efforts knows of any facts or circumstances that may reasonably be expected to takeresult in any of the conditions set forth in any Subscription Agreement not being satisfied, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements Amount not being available to the Acies Parties, on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: Closing Date. (ic) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the No event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance has occurred that, with or without notice, lapse of time or both, could give rise to any would constitute a default or breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) on the part of the receipt Acies Parties under any material term or condition of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE FinancingAgreement.

Appears in 1 contract

Samples: Merger Agreement (Acies Acquisition Corp.)

PIPE Financing. (a) During Acquiror has delivered to the Interim PeriodCompany a true, SPAC may execute PIPE Financing correct, and complete copy of the fully executed Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company as in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing effect as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the date hereof, pursuant to which the PIPE Financing Subscription AgreementsInvestors have collectively committed, on the terms and subject to the conditions therein, to subscribe for and purchase the PIPE Investment Amount. Each of the Parties shall use its commercially reasonable efforts Subscription Agreements is, as of the date hereof, in full force and effect (assuming, with respect to takeeach PIPE Investor and the Company, that each such Subscription Agreement has been duly authorized, executed, and delivered by each applicable PIPE Investor), and as of the date hereof, none of the Subscription Agreements has been withdrawn, rescinded, or cause terminated or otherwise amended or modified in any respect, and, to be takenthe knowledge of Acquiror, all actions and dono such amendment or modification is contemplated as of the date hereof. Acquiror is not in material breach of any of the representations or warranties of Acquiror, or cause terms or conditions set forth in any of the Subscription Agreements. Acquiror (i) has no knowledge that any event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under any of the Subscription Agreements, (ii) has no knowledge of any fact, event, or other occurrence that makes any of the representations or warranties of Acquiror in any of the Subscription Agreements inaccurate in any material respect, and (iii) has no knowledge that any of the conditions to be done, all things necessary, proper or advisable to consummate the consummation of the transactions contemplated by the PIPE Financing Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions will not be satisfied when required thereunder or that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions transaction proceeds contemplated by the PIPE Financing Subscription Agreements at will not be made available when required thereunder. As of the date of this Agreement, no PIPE Investor has provided written, or prior to the Closing; (iii) confer with each other regarding timing knowledge of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices Acquiror, oral notice of its intention to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive terminate all or any portion of the PIPE Financing Proceeds on Investment Amount or not to provide the terms, financing contemplated thereunder. Other than as set forth in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect delivered to the timely book-entry or other records evidencing Company in connection with the share execution of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts tothis Agreement, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates there are no conditions precedent or contingencies to the obligations of the parties under the Subscription Agreements to make the full PIPE Investment Amount available to Acquiror on the terms therein and (ii) consulting and cooperating withto the knowledge of Acquiror, and considering in good faith any feedback fromthere are no side letters or other agreements, understandings, contracts, or arrangements (written, oral, or otherwise) related to the other Parties Subscription Agreements or the other Parties’ advisors with respect to the PIPE Financing, other than those entered into with the placement agents of the PIPE Investment.

Appears in 1 contract

Samples: Merger Agreement (Western Acquisition Ventures Corp.)

PIPE Financing. (a) During Parent and Merger Sub shall use its best efforts to enter into Subscription Agreements of at least an aggregate of $3,000,000 of Parent securities in the Interim Period, SPAC may execute PIPE Financing and to consummate the purchases contemplated by the Subscription Agreements that may be entered into on the terms and conditions described or contemplated therein. The Company shall use its best efforts to cooperate in connection with the arrangement and closing of the PIPE Financing as may be requested by Parent, including by (i) participating in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with investors at mutually agreed by SPAC agreeable times and locations and upon reasonable advance notice; (ii) reasonably assisting with the Company that would constitute a preparation of customary materials for actual and potential participants in the PIPE Financing offering documents, private placement memoranda, prospectuses and similar documents required in connection with the PIPE Financing; provided (iii) providing financial statements and such other financial information regarding the Company, that unless otherwise agreed by SPAC is readily available or within its possession and as is reasonably requested in connection with the PIPE Financing; (iv) taking or appointing a representative of the Company to take all corporate actions, subject to the occurrence of the Closing, reasonably requested by the Parent to permit the consummation of the PIPE Financing; (v) assisting Parent to satisfy the conditions set forth in writing, no such any document executed in connection with the PIPE Financing; and (vi) otherwise using its best efforts to cooperate with Parent in its efforts to consummate the PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than as soon as reasonably practicable after the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discountsClosing. Further, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription Agreements. Each of the Parties shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing any Subscription Agreements Agreements, if any are entered into, on the terms and conditions described therein, including assisting the Parent in maintaining in effect the PIPE Financing any Subscription Agreements that may be entered into and to: using its best efforts to (ia) satisfy in all material respects on a timely basis all conditions and covenants applicable to it in the PIPE Financing any Subscription Agreements that may be entered into and otherwise comply with its obligations thereunder, thereunder and (iib) without limiting assisting the Parent in enforcing its rights of under any party to enforce certain of such PIPE Financing Subscription Agreements, Agreements that may be entered into in the event that all conditions in the PIPE Financing any Subscription Agreements that may be entered into (other than conditions that the Company, SPAC Parent or any of their respective affiliates its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription AgreementsClosing) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to cause the applicable counterparties PIPE Investors to contribute the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any applicable portion of the PIPE Financing Proceeds Investment set forth in any Subscription Agreements that may be entered into. Parent and the Company acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, the Closing is not contingent on the terms, in the manner or from one or more investors as contemplated by consummation of the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing, if it occurs, is expected to be consummated after the Closing.

Appears in 1 contract

Samples: Merger Agreement (Mana Capital Acquisition Corp.)

PIPE Financing. (a) During The Parties will use their commercially reasonable efforts to cause Purchaser, Pubco and certain investors (which may include one or more Affiliates of the Sponsor) (the “Convertible PIPE Investors”), as promptly as practicable after the date of this Agreement and at or prior to the Closing, to enter into Note Purchase Agreements (each, a “Note Purchase Agreement”) in accordance with the term sheet attached as Exhibit E hereto pursuant to which such Convertible PIPE Investors, upon the terms and subject to the conditions set forth therein, shall purchase an aggregate of $20 million in unsecured promissory notes (the “Convertible Notes”) that will be convertible into Pubco Ordinary Shares in a private placement or placements to be consummated simultaneously with the Closing (together with any additional financing contemplated by the Additional Financing Agreements, the “PIPE Financing”); (b) Without limiting anything to the contrary contained herein, during the Interim Period, SPAC Purchaser may execute PIPE (and if requested by Purchaser, Pubco shall) enter into additional financing agreements (any such agreements, “Additional Financing Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote)Agreements”, and (iitogether with the Note Purchase Agreements, the “Financing Agreements”) no on such PIPE Financing Subscription Agreement shall provide for terms as the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC Purchaser and the Company shall use its commercially reasonable efforts reasonably agree (with either Party’s agreement thereto not to be unreasonably withheld, conditioned or delayed) and, if requested by the Purchaser, the Company and Pubco shall, and shall cause their respective Representatives to, reasonably cooperate with each other the Purchaser in connection with such Additional Financing Agreements (including having the arrangement of Company’s senior management participate in any PIPE Financing investor meetings and roadshows as may be reasonably requested by each other. (b) Unless Purchaser). Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise consented approved in writing by the Company (which consent approval shall not be unreasonably withheld, conditioned or delayed), SPAC and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or the Purchaser, during the Interim Period the Purchaser and Pubco shall not (i) reduce the amount of Convertible Notes to be purchased under any Note Purchase Agreement that has been executed prior to the date thereof (except to the extent assigned to another or additional Convertible PIPE Investor) or committed investment amount to be received by the Purchaser, Pubco or the Company under any Additional Financing Agreement or reduce or impair the rights of the Purchaser or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminationterminate), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). Each of Purchaser, Pubco and the Parties Company shall use its their commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements on in accordance with the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 1 contract

Samples: Business Combination Agreement (Evo Acquisition Corp)

PIPE Financing. (a) During In connection with the Interim PeriodPIPE Placement, SPAC may execute PIPE Financing Subscription Agreements mutually agreed by SPAC and Acquiror has delivered to the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC true, correct and the Company in writing, no such PIPE Financing complete copy of each Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than executed on or prior to the SPAC Redemption Price per share of SPAC Class A date hereof, pursuant to which certain Persons, evidenced in such Subscription Agreements, who have committed to purchasing Acquiror Common Stock (including any discountson a transitory basis, rebates, equity kickers or promote), and (iithen immediately exchangeable for Holdings Common Shares pursuant to the RH Merger) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement Transactions (each, a “PIPE Investor”). To the Knowledge of any Acquiror, each Subscription Agreement is in full force and effect and is legal, valid and binding upon Acquiror and the applicable PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented Investor, enforceable in writing by accordance with its terms. As of the Company (which consent shall not be unreasonably withhelddate hereof, conditioned no Subscription Agreement has been withdrawn, terminated, amended or delayed)modified since the date of delivery hereunder and, SPAC shall not permit any to the Knowledge of Acquiror, no such withdrawal, termination, amendment or modification is contemplated, and the commitments contained in each Subscription Agreement have not been withdrawn, terminated or rescinded by the applicable PIPE Investor in any respect. There are no side letters or Contracts to which Acquiror or Merger Sub Corp is a party related to the provision or funding, as applicable, of the purchases contemplated by each Subscription Agreement or the Transactions other than as expressly set forth in this Agreement, each Subscription Agreement or any other agreement entered into (or to be made toentered into) in connection with the Transactions delivered to the Company. Acquiror has, any waiver (in whole and to the Knowledge of Acquiror, each PIPE Investor has, complied with all of its obligations under each Subscription Agreement. There are no conditions precedent or in part) or provide consent other contingencies related to (including consent to termination), any provision or remedy under, or any replacements of, any the consummation of the PIPE Financing purchases set forth in each Subscription Agreements. Each Agreement, other than as expressly set forth in each Subscription Agreement as of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the date hereof. No event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any event or circumstance thathas occurred which, with or without notice, lapse of time or both, could give rise would or would reasonably be expected to any (i) constitute a default or breach or default) by any party on the part of Acquiror or, to the Knowledge of Acquiror as of the date hereof, any PIPE Financing Subscription Agreements known Investor, (ii) assuming the conditions set forth in ‎Section 8.1 and ‎Section 8.2 will be satisfied, constitute a failure to SPAC; (B) satisfy a condition on the part of Acquiror or, to the Knowledge of Acquiror as of the receipt date hereof, the applicable PIPE Investor or (iii) assuming the conditions set forth in ‎Section 8.1 and ‎Section 8.2 will be satisfied, to the Knowledge of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actualAcquiror as of the date hereof, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or result in any portion of the amounts to be paid by each PIPE Financing Proceeds Investor in accordance with each Subscription Agreement being unavailable on the termsClosing Date. As of the date hereof, assuming the conditions set forth in ‎Section 8.1 and Section ‎8.2 will be satisfied, Acquiror has no reason to believe that any of the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect conditions to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each consummation of the Parties shall use its reasonable efforts topurchases under each Subscription Agreement will not be satisfied, and shall instruct its advisors toand, keep as of the other Parties and date hereof, Acquiror is not aware of the other Parties’ advisors existence of any fact or event that would or would reasonably informed with respect be expected to the PIPE Financing during cause such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect conditions not to the PIPE Financingbe satisfied.

Appears in 1 contract

Samples: Merger Agreement (Roth CH Acquisition I Co)

PIPE Financing. (a) During the Interim Period, SPAC may execute PIPE Financing Parent has executed Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by Investors for them to purchase the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification PIPE Shares for an aggregate investment equal to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription AgreementsAmount. Each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate PIPE Investors is an “accredited investor” (within the transactions contemplated by the PIPE Financing Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (imeaning of Rule 501(a) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Securities Act) or a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act). True and complete executed copies of each Subscription Agreements) have Agreement has been satisfied, consummate delivered to the transactions contemplated by the PIPE Financing Subscription Agreements at Company on or prior to the Closing; (iii) confer with each other regarding timing date hereof. Each of the expected closings under Subscription Agreements (a) have been duly authorized, executed and delivered by Parent, (b) are in full force and effect and have not been withdrawn, terminated or otherwise amended or modified (and no such withdrawal, termination, amendment or modification is contemplated by Parent) and (c) constitute a legal, valid and binding obligation of Parent, enforceable against Parent, and, to the knowledge of Parent, the other parties thereto, in accordance with their terms. There are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement or the purchase by such PIPE Investor of securities of Parent, that could affect the obligation of the PIPE Financing Subscription Agreements; and (iv) deliver notices Investors to acquire their portion of the PIPE Shares as set forth in the applicable counterparties Subscription Agreement, and, as of the date hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreements not being satisfied, or the PIPE Financing Subscription Agreements sufficiently in advance of Investment Amount not being available to Parent, on the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription AgreementsDate. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any No event or circumstance has occurred that, with or without notice, lapse of time or both, could give rise would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the date hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any breach term or defaultcondition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent to the obligations of the PIPE Investors to acquire the PIPE Shares on the terms set forth therein. No fees, consideration (other than PIPE Shares) or other discounts are payable or have been agreed by any party Parent to any PIPE Financing Investor in respect of its PIPE Shares to be acquired under its Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE FinancingAgreement.

Appears in 1 contract

Samples: Merger Agreement (Globalink Investment Inc.)

PIPE Financing. (a) During Buyer has delivered to the Interim PeriodCompany true, SPAC may execute correct and complete copies of each of the PIPE Financing Subscription Agreements mutually agreed entered into by SPAC and Buyer with the Company that would constitute a applicable PIPE Financing; provided that unless otherwise agreed by SPAC and Investors named therein, pursuant to which the Company in writing, no such PIPE Financing Subscription Agreement shall Investors have committed to provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts financing to cooperate with each other Buyer in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented Transactions in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any aggregate amount of the PIPE Financing Amount. To the knowledge of Buyer, with respect to each PIPE Investor, the PIPE Subscription AgreementsAgreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Buyer. Each PIPE Subscription Agreement is a legal, valid and binding obligation of Buyer and, to the Parties shall use its commercially reasonable efforts knowledge of Buyer, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such PIPE Subscription Agreement violates any Laws. The PIPE Subscription Agreements provide that the Company is a third-party beneficiary thereof and is entitled to takeenforce such agreements against the PIPE Investor. There are no other agreements, side letters, or cause arrangements between Buyer and any PIPE Investor relating to be taken, all actions and do, or cause any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to be done, all things necessary, proper or advisable contribute to consummate Buyer the transactions contemplated by applicable portion of the PIPE Financing Amount set forth in the PIPE Subscription Agreements on Agreement of such PIPE Investors, and, as of the terms and date hereof, Buyer does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions described thereinset forth in any PIPE Subscription Agreement not being satisfied, including maintaining in effect or the PIPE Financing Subscription Agreements and to: (i) satisfy Amount not being available to Buyer, on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription AgreementsDate. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any No event or circumstance has occurred that, with or without notice, lapse of time or both, could give rise to would constitute a default or breach on the part of Buyer under any breach material term or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions condition of any PIPE Financing Subscription Agreement and, as of the date hereof, Buyer has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements; and (C) if SPAC does not expect to receive all or any the obligations of the PIPE Investors to contribute to Buyer the applicable portion of the PIPE Financing Proceeds Amount set forth in the PIPE Subscription Agreements on the termsterms therein. (b) No fees, consideration or other discounts are payable or have been agreed by Buyer or any of its Subsidiaries (including, from and after the Closing, the Acquired Companies) to any PIPE Investor in respect of its PIPE Investment or, except as set forth in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 1 contract

Samples: Merger Agreement (Mudrick Capital Acquisition Corp. II)

PIPE Financing. (a) During the Interim Period, SPAC may execute PIPE Financing Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented approved in writing by the Company (which consent approval shall not be unreasonably withheld, conditioned or delayed), SPAC ACAH shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminationterminate), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription AgreementsAgreements other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such permitted assignment or transfer, the initial party to such PIPE Subscription Agreement remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase the ACAH New Common Shares contemplated thereby. Each of Subject to the Parties immediately preceding sentence and in the event that all conditions in the PIPE Subscription Agreements have been satisfied, ACAH shall use its commercially reasonable best efforts to take, or to cause to be taken, all actions and do, required or cause necessary or that it otherwise deems to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with using its obligations thereunder, (ii) without limiting the rights of any party reasonable best efforts to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings its rights under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by Agreements to cause the PIPE Financing Subscription Agreements at Investors to pay to (or prior to the Closing; (iiias directed by) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to ACAH the applicable counterparties to the purchase price under each PIPE Financing Investor’s applicable PIPE Subscription Agreements sufficiently Agreement in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreementsaccordance with its terms. Without limiting the generality of the foregoing, SPAC ACAH shall give the Company prompt written notice: (Ai) of the receipt of any request from a PIPE Investor for an amendment to any PIPE Subscription Agreement; (ii) of any breach or default to the knowledge of ACAH (or any event or circumstance that, to the knowledge of ACAH, with or without notice, lapse of time or both, could would give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPACAgreement; (Biii) of the receipt by ACAH of any written notice or other written communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, actual or potential threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation of a PIPE Subscription Agreement by any party to any a PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription AgreementsInvestor; and (Civ) if SPAC ACAH does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required applicable purchase price under any such PIPE Financing Subscription Agreements. Each of the Parties shall use Agreement in accordance with its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financingterms.

Appears in 1 contract

Samples: Business Combination Agreement (Atlantic Coastal Acquisition Corp.)

PIPE Financing. (a) During the Interim Period, SPAC may execute PIPE Financing Subscription Agreements mutually agreed Unless otherwise approved in writing by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each each of SPAC and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company Pubco (which consent approval shall not be unreasonably withheld, conditioned or delayed), SPAC and Pubco shall not (other than changes that are solely ministerial and other non-economic de minimis changes) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminationterminate), any provision or remedy under, or any replacements of, any of the PIPE Financing Initial Subscription Agreements or, if applicable, any Pre-Closing Subscription Agreements, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such permitted assignment or transfer, the initial party to such Initial Subscription Agreement or, if applicable, any Pre-Closing Subscription Agreements remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of Pubco Ordinary Shares contemplated thereby. Each of Subject to the Parties immediately preceding sentence and in the event that all conditions in the applicable Subscription Agreement have been satisfied, SPAC and Pubco shall use its their commercially reasonable efforts to take, or to cause to be taken, all actions and do, required or cause necessary or that it otherwise deems to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Financing such Subscription Agreements Agreement on the terms and conditions described therein, including maintaining using their commercially reasonable efforts to enforce their rights under such Subscription Agreement to cause the Subscriber(s) thereunder to pay to (or as directed by) Pubco the applicable purchase price under such Subscription Agreement in effect the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply accordance with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreementsterms. Without limiting the generality of the foregoing, each of SPAC and Pubco, as applicable, shall give the Company other party prompt written notice: (Ai) of the receipt of any request from a Subscriber for an amendment to any Subscription Agreement (other than changes that are solely ministerial and other non-economic de minimis changes); (ii) of any breach or default to the Knowledge of such party that (or any event or circumstance that, to the Knowledge of such party, with or without notice, lapse of time or both, could ) would give rise to any breach or default) , by any party to any PIPE Financing Subscription Agreements known to SPACAgreement; (Biii) of the receipt by such party of any written notice or other written communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, actual or potential threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation of a Subscription Agreement by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreementsa Subscriber; and (Civ) if SPAC such party does not expect to receive all or any portion of the PIPE Financing Proceeds on the termsapplicable purchase price under any Subscription Agreement, as applicable, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements accordance with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financingterms.

Appears in 1 contract

Samples: Business Combination Agreement (Rosecliff Acquisition Corp I)

PIPE Financing. (a) During Buyer has delivered to the Interim PeriodCompany true, SPAC may execute correct and complete copies of each of the PIPE Financing Subscription Agreements mutually agreed entered into by SPAC and Buyer with the Company that would constitute a applicable PIPE Financing; provided that unless otherwise agreed by SPAC and Investors named therein, pursuant to which the Company in writing, no such PIPE Financing Subscription Agreement shall Investors have committed to provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall use its commercially reasonable efforts financing to cooperate with each other Buyer in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented Transactions in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any aggregate amount of the PIPE Financing Amount. To the knowledge of Buyer, with respect to each PIPE Investor, the PIPE Subscription AgreementsAgreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Buyer. Each PIPE Subscription Agreement is a legal, valid, binding and enforceable obligation of Buyer and, to the Parties shall use its commercially reasonable efforts knowledge of Buyer (provided, that such knowledge qualification will not apply to takeany PIPE Investor who is, or cause is an Affiliate of, Buyer), each PIPE Investor (in each case, subject to be takenthe Enforceability Exceptions), all actions and doneither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such PIPE Subscription Agreement violates any Laws. The PIPE Subscription Agreements provide that the Company is a third-party beneficiary thereof and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or cause arrangements between Buyer and any PIPE Investor relating to be done, all things necessary, proper or advisable any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to consummate contribute to Buyer the transactions contemplated by applicable portion of the PIPE Financing Amount set forth in the PIPE Subscription Agreements on Agreement of such PIPE Investors, and, as of the terms and date hereof, Buyer does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions described thereinset forth in any PIPE Subscription Agreement not being satisfied, including maintaining in effect or the PIPE Financing Subscription Agreements and to: (i) satisfy Amount not being available to Buyer, on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription AgreementsDate. Without limiting the generality of the foregoing, SPAC shall give the Company prompt written notice: (A) of any breach or default (or any No event or circumstance has occurred that, with or without notice, lapse of time or both, could give rise to would constitute a default or breach on the part of Buyer under any breach material term or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions condition of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect Agreement and, as of the date hereof, Buyer has no reason to receive believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent to the obligations of the PIPE Investors to contribute to Buyer the applicable portion of the PIPE Financing Proceeds Amount set forth in the PIPE Subscription Agreements on the termsterms therein. (b) No fees, consideration or other discounts are payable or have been agreed by Buyer or any of its Subsidiaries (including, from and after the Closing, the Acquired Companies) to any PIPE Investor in respect of its PIPE Investment or, except as set forth in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts to, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect to the PIPE Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financing.

Appears in 1 contract

Samples: Merger Agreement (Mudrick Capital Acquisition Corp. II)

PIPE Financing. Prior to the earlier of the Closing and the termination of this Agreement in accordance with its terms: (a) During the Interim Period, SPAC may execute PIPE Financing Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote), and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company Parent shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription Agreements. Each of the Parties shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to negotiate and enter into, and to consummate the transactions contemplated by by, the PIPE Financing Subscription Agreements on the terms and conditions described thereinAgreements, including maintaining in effect (once executed and delivered) the PIPE Financing Subscription Agreements and to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to it Parent in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions to the Investor’s obligation to fund in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC Parent or any of their respective affiliates its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription AgreementsClosing) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; , (iii) confer with each without limiting the Company’s rights to enforce such Subscription Agreements pursuant to Section 9.11, enforce its rights under the Subscription Agreements in the event that all conditions to the Investor’s obligation to fund in the Subscription Agreements (other regarding timing than conditions that Parent or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable Investors to pay to (or as directed by) Parent the applicable portion of the expected closings under PIPE Financing, as applicable, set forth in the PIPE Financing Subscription Agreements; Agreements in accordance with their terms, and (iv) deliver notices to the applicable counterparties to consummate the PIPE Financing Subscription Agreements sufficiently when required pursuant to this Agreement. (b) Unless otherwise approved in advance writing by the Company (which approval may be given or withheld by the Company in its sole discretion), Parent shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify, the applicable purchase price per share or provide the applicable Investor any material post-Closing right in respect of the Closing to cause them to fund their obligations as far Surviving Company under any Subscription Agreement, in advance each case other than by termination of such Subscription Agreement (and a withdrawal of the Closing as permitted applicable Investor) or a reduction in the Investor’s commitment under such Subscription Agreement (in which case, Parent shall provide the Company with prompt written notice of any such termination or reduction). In the event Parent determines to permit any other amendment or modification to be made to, any other waiver (in whole or in part) of, or provide any other consent to modify, any other material provision of any Subscription Agreement, Parent shall provide the Company with prompt written notice of any such amendment, modification, waiver or consent to modify. For the avoidance of doubt, nothing in this Section 5.19(b) shall limit or otherwise affect Parent’s right to negotiate or enter into any Subscription Agreement, provided, that unless consented to in writing by the PIPE Financing Company (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall not enter into any Subscription Agreements. Without limiting Agreement on terms materially less favorable in the generality aggregate to Parent than the terms of the foregoing, SPAC shall give Company Convertible Notes are to the Company prompt written notice: Company. (Ac) of any breach or default (or any In the event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds becomes unavailable on the termsterms and conditions contemplated in the Subscription Agreements such that the condition set forth in Section 6.2(c) cannot be satisfied, Parent and the Company shall (and shall direct their respective financial advisors to) cooperate in good faith and use their respective commercially reasonable efforts to arrange and obtain as promptly as reasonably practicable following the occurrence of such event alternative financing on terms and conditions no less favorable to Parent, in the manner or aggregate, than those contained in the Subscription Agreement (“Alternative Financing”) from one or more investors as contemplated by alternative sources (the PIPE “Alternative Financing Subscription AgreementsSource”). SPAC shall take all actions required under If and to the PIPE Financing Subscription Agreements extent a definitive subscription agreement is entered into with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts toAlternative Financing, and shall instruct its advisors to, keep the other Parties and the other Parties’ advisors reasonably informed with respect subject to the PIPE terms and conditions of this Agreement, Section 5.19(a) shall apply to such Alternative Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ advisors with respect to the PIPE Financingmutatis mutandis.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Leo Holdings Corp. II)

PIPE Financing. (a) During the Interim Period, SPAC may execute PIPE Financing Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote)shall, and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall cause their respective Affiliates to, use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription Agreements. Each of the Parties shall use its commercially reasonable efforts to taketake promptly, or cause to be taken, all actions actions, and doto do promptly, or cause to be done, all things necessary, proper or advisable (x) to obtain executed subscription agreements (such executed subscription agreements, the “Subscription Agreements”) from investors (the “PIPE Investors”) pursuant to which the PIPE Investors commit to make private investments in public equity in the form of Company Ordinary Shares or other Equity Securities of the Company at the Closing (the “PIPE Financing”), and (y) to consummate the transactions PIPE Financing substantially concurrently with the Closing. SPAC and the Company shall cooperate to ensure that the offering and sale of Equity Securities contemplated by the PIPE Financing Subscription Agreements on is conducted in a manner which complies with an exemption from registration of the terms and conditions described therein, including maintaining in effect Pipe Financing under the PIPE Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of Securities Act and other than those conditions that by their nature are to be satisfied at applicable Law, and which does not otherwise adversely affect the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions Transactions contemplated by this Agreement. From the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of date hereof until the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription Agreements. Without limiting the generality of the foregoingDate, SPAC shall give the Company prompt written notice: (A) of any breach will not offer or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors sell Equity Securities as contemplated by the PIPE Financing Subscription Agreements. without complying with the requirements of this Section 8.07. (b) The Company shall give SPAC shall take all actions required under a written notice about the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as type and when required under any such PIPE Financing Subscription Agreements. Each number of the Parties shall use its reasonable efforts toEquity Security to be sold, and shall instruct its advisors tothe pre-money valuation, keep the other Parties purchase price and the other Parties’ advisors reasonably informed with respect financing amount related to the PIPE Financing during such periodfor SPAC’s consent. If SPAC fails to give the Company a reply within 2 days after it receives a written notice, including it shall be deemed to have consented to the offering and sale of Equity Securities contemplated by (i) providing regular updates the PIPE Financing. If SPAC disagrees to the offer and (ii) consulting sale of Equity Securities contemplated by the PIPE Financing, the Sponsor shall, or designate other Person to, purchase all of the Equity Securities contemplated by the PIPE Financing under the same conditions accepted by the Company and cooperating withthe related PIPE Investor, and considering in good faith any feedback from, enter into a subscription agreement with the other Parties Company within 20 days after SPAC receives the written notice contemplated hereby. If the Sponsor or the other Parties’ advisors Person designated by the Sponsor refuse to purchase the Equity Securities contemplated by the PIPE Financing or fails to enter into a subscription agreement with respect the Company within 20 days after the date on which SPAC receives the written notice, SPAC shall be deemed to have consented to the offering and sale of Equity Securities contemplated by the PIPE Financing.

Appears in 1 contract

Samples: Merger Agreement (Metal Sky Star Acquisition Corp)

PIPE Financing. (a) During the Interim Period, SPAC may execute PIPE Financing Subscription Agreements mutually agreed by SPAC and the Company that would constitute a PIPE Financing; provided that unless otherwise agreed by SPAC and the Company in writing, no such PIPE Financing Subscription Agreement shall provide for a purchase price of shares of SPAC Class A Common Stock at a price less than the SPAC Redemption Price per share of SPAC Class A Common Stock (including any discounts, rebates, equity kickers or promote)shall, and (ii) no such PIPE Financing Subscription Agreement shall provide for the issuance of any equity securities of SPAC other than shares of SPAC Class A Common Stock. Each of SPAC and the Company shall cause its respective Affiliates to, use its commercially their respective reasonable best efforts to cooperate with each other in connection with the arrangement of any PIPE Financing as may be reasonably requested by each other. (b) Unless otherwise consented in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the PIPE Financing Subscription Agreements. Each of the Parties shall use its commercially reasonable efforts to taketake promptly, or cause to be taken, all actions actions, and doto do promptly, or cause to be done, all things necessary, proper or advisable to secure the PIPE Financing, on terms reasonably acceptable to the Company and SPAC, including all things reasonably necessary (x) to obtain executed subscription agreements (such executed subscription agreements, the “Subscription Agreements”), which shall have terms, and be in a form, reasonably acceptable to the Company and SPAC, from investors that are reasonably acceptable to the Company and SPAC (the “PIPE Investors”) pursuant to which the PIPE Investors commit to make private investments in the Company in the form of the purchase of equity or the purchase of other securities of the Company or indebtedness (including convertible indebtedness) of the Company, including a committed equity facility on terms acceptable to the Company and SPAC (the “PIPE Financing”), and (y) to consummate the transactions contemplated by the PIPE Financing Subscription Agreements on substantially concurrently with the terms Closing. SPAC and conditions described therein, including maintaining in effect the Company shall reasonably cooperate and coordinate the PIPE Financing Subscription Agreements process, including the timing and to: (i) satisfy on substance of outreach to PIPE Investors and the Company shall not unreasonably withhold consent to the engagement by SPAC of a timely basis all conditions and covenants applicable third party advisor to it in assist with the PIPE Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such PIPE Financing Subscription Agreements, in the event that all conditions in the PIPE Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the PIPE Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the PIPE Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the PIPE Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the PIPE Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the PIPE Financing Subscription AgreementsFinancing. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, SPAC shall give and the Company prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Financing Subscription Agreements known to SPAC; (B) of the receipt of any notice or other communication from any party to any PIPE Financing Subscription Agreements by SPAC with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Financing Subscription Agreements or any provisions of any PIPE Financing Subscription Agreements; and (C) if SPAC does not expect to receive all or any portion of the PIPE Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the PIPE Financing Subscription Agreements. SPAC shall take all actions required under the PIPE Financing Subscription Agreements with respect to the timely book-entry or other records evidencing the share of SPAC Class A Common Stock as and when required under any such PIPE Financing Subscription Agreements. Each of the Parties shall use its reasonable efforts toshall, and shall instruct its cause their respective financial advisors and legal counsel to, keep the each other Parties and the other Parties’ their respective financial advisors and legal counsel reasonably informed with respect to the PIPE Financing during such periodFinancing. Once Subscription Agreements have been executed, including by (i) providing regular updates and (ii) consulting and cooperating withneither SPAC nor the Company shall, and considering in good faith any feedback from, without the consent of the other Parties Party (such consent not to be unreasonably conditioned, withheld or delayed), permit any amendment or modification to be made to, or any waiver (in whole or in part) of any provision or remedy under, or any replacements of, any of the other Parties’ advisors with respect to the PIPE FinancingSubscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Blue Ocean Acquisition Corp)

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