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Common use of PIPE Investment Clause in Contracts

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

Appears in 6 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement Acquiror has delivered to the stockholders Company true, correct and complete copies of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock each of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not exceed less than $100,000,000 225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, provided further thatwith respect to each PIPE Investor, the Subscription Agreement with such PIPE Investment Amount shall be increased 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 Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to account for the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any fees paid by party thereto nor the Company in connection with performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the negotiation, execution and/or consummation obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount. In connection with Acquiror seeking a Amount set forth in the Subscription Agreement of such PIPE InvestmentInvestors, and, as of the date hereof, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts does not know of any facts or circumstances that may reasonably be expected to cause such PIPE Investment to occur (including having the Company’s senior management participate result in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunderconditions set forth in any Subscription Agreement not being satisfied, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreementnot being available to Acquiror, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the Closing Date. No event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 would constitute a default or breach on the part of Acquiror under any breach material term or default) by any party to condition of any Subscription Agreement known to Acquiror; (ii) and, as of the receipt of date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any written notice condition to closing or other written communication from any party material term to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation be satisfied by any party to any Subscription Agreement or any provisions of it contained in any Subscription Agreement; . The Subscription Agreements contain all of the conditions precedent (iiiother than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. (b) No fees, consideration or other discounts are payable or have been agreed by Acquiror or any amendmentof its Subsidiaries (including, waiver or modification from and after the Closing, the Surviving Entity and its Subsidiaries) to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent PIPE Investor in respect of the Company its PIPE Investment, except as set forth in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

Appears in 3 contracts

Samples: Merger Agreement (KORE Group Holdings, Inc.), Merger Agreement (KORE Group Holdings, Inc.), Merger Agreement (Cerberus Telecom Acquisition Corp.)

PIPE Investment. (a) Following the Original Agreement Date date hereof and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

Appears in 3 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

PIPE Investment. (a) Following During the Original Agreement Date Interim Period, Acquiror shall use reasonable best efforts to take, or cause to be taken, all reasonable actions and until do, or cause to be done, all things necessary, proper or advisable to consummate the date transactions contemplated by the Subscription Agreements, including maintaining in effect such Subscription Agreements and shall use its reasonable efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreements and otherwise comply with its obligations thereunder, and (ii) in the event that all conditions in such Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the mailing satisfaction of and other than those conditions that by their nature are to be satisfied at the Proxy Statement to Closing) have been satisfied, enforce the stockholders rights of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of cause the PIPE Investment Amount. In connection Investors to pay to (or as directed by) Acquiror the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with Acquiror seeking a PIPE Investment, Acquiror its terms and consummate the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with transactions contemplated by such PIPE Investment and use their respective commercially reasonable efforts Subscription Agreements at or prior to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror Closing and the Company shall negotiate cooperate with Acquiror in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securitiesefforts. (b) Acquiror acknowledges and agrees that, following satisfaction of the conditions to such obligations set forth therein, the Company shall be entitled to cause Acquiror to specifically enforce the obligations of the PIPE Investors under the Subscription Agreements executed by such PIPE Investors (including to fund the subscription amounts set forth in such Subscription Agreements), in each case, subject to the terms and conditions set forth in each such Subscription Agreement. Acquiror shall not, without the prior written consent of the Company (such consent not reduce to be unreasonably withheld, delayed or conditioned), (A) decrease or otherwise adversely modify the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair in any material respect the rights of Acquiror under any Subscription Agreement, or (B) permit or consent to any amendment amendment, supplement or modification to be made to, or waiver under, any waiver (in whole Subscription Agreement or in part) of, or provide consent to modify any replacement thereof (including consent (i) the price, terms, timing and conditions of the funding of the PIPE Investment, (ii) the identity of any PIPE Investor (other than assignments to terminatepermitted assignees), any provision the representations of the PIPE Investors and/or of Acquiror, (iii) the covenants of the PIPE Investors that apply prior to the consummation of the PIPE Investment or remedy under, or any replacements of, any the termination of the Subscription Agreements, (iv) the registration rights of the PIPE Investor, (v) the indemnification obligations of Acquiror thereunder, (vi) the termination provisions of the Subscription Agreements, (vii) any covenants, obligations or liabilities set forth in the Subscription Agreements that survive the consummation of the PIPE Investment and (viii) any amendments, side letters or other Contracts related to the foregoing matters), in each casecase in this clause (B), in a manner adverse to the interests of the Company, and in each case in the foregoing clauses (A) – (B), 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 assignment or transfer, the initial party to such 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 of the PIPE Securities shares of Domesticated Acquiror Common Stock contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) notice 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 the Subscription Agreements of which Acquiror has become aware and of any Subscription Agreement known to Acquiror; termination (iior alleged or purported termination) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

Appears in 2 contracts

Samples: Merger Agreement (Supernova Partners Acquisition Co II, Ltd.), Merger Agreement (Supernova Partners Acquisition Co II, Ltd.)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements SPAC shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) oftake, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to take, or 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 obtain the PIPE Investment and consummate the transactions contemplated by any the Subscription Agreement to which it is a party Agreements on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and using its commercially reasonable efforts to use its reasonable best efforts to: (ix) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunderunder the Subscription Agreements, (iiy) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such the Subscription Agreement Agreements have been satisfied (other than conditions that Acquiror, the Company or any of their respective Affiliates control SPAC controls the satisfaction of and other than those conditions that by their nature are to be satisfied at Closing), consummate the transactions contemplated by the Subscription Agreements at or prior to Closing; and (z) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements have been satisfiedsatisfied (other than conditions that SPAC controls the satisfaction of and other than those conditions that by their nature are to be satisfied at Closing), to cause the applicable PIPE Investor to pay contribute to (or as directed by) Acquiror SPAC the consideration applicable portion of the PIPE Investment Amount set forth in such Subscription Agreement and consummate the transactions contemplated by such applicable Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror . SPAC shall give the Company Parent prompt written notice: notice upon (i) becoming aware 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 of the Subscription Agreement known to Acquiror; Agreements or any termination (or purported termination) of any of the Subscription Agreements, (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; Agreement and (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror SPAC does not expect to receive all or any portion of financing proceeds the PIPE Investment Amount on the terms, in the manner or from the applicable PIPE Investors as sources contemplated by the Subscription Agreements. SPAC shall not permit, without the prior written consent of the Parent (such consent not to be unreasonably withheld, conditioned or delayed), any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements of, the Subscription Agreements. (b) Parent, NewCo and Target shall, and shall cause the appropriate officers and employees thereof to, use commercially reasonable efforts to cooperate in connection with (x) the arrangement of any PIPE Investment, and (y) the marketing of the transactions contemplated by this Agreement and the Ancillary Agreements in the public markets and with existing shareholders of SPAC (including in the case of clauses (x) with respect to the satisfaction of the relevant conditions precedent), in each case as may be reasonably requested by SPAC, including by (i) upon reasonable prior notice, participating in meetings, calls, drafting sessions, presentations, and due diligence sessions (including accounting due diligence sessions) and sessions with prospective investors at mutually agreeable times and locations and upon reasonable advance notice (including the participation in any relevant “roadshow”), (ii) assisting with the preparation of customary materials, (iii) providing the financial statements and such other financial information regarding NewCo as is reasonably requested in connection therewith, subject to confidentiality obligations reasonably acceptable to the Parent, (iv) taking all corporate actions that are necessary or customary to obtain the PIPE Investment and market the transactions contemplated by this Agreement, and (v) otherwise reasonably cooperating in SPAC’s efforts to obtain the PIPE Investment and market the transactions contemplated by this Agreement. (c) The indicative commitments of the PIPE Investment Amount shall be received by the Parties prior to Closing.

Appears in 2 contracts

Samples: Business Combination Agreement (Newcourt Acquisition Corp), Business Combination Agreement

PIPE Investment. (a) Following During the Original Agreement Date and until the date Interim Period, each of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror Purchaser and the Company acting reasonably and in good faith (a “shall solicit mutually acceptable PIPE Investment”), provided that, unless otherwise agreed by Acquiror Investors to enter into Subscription Agreements with the Purchaser on the terms set forth on Schedule 5.17(a) or on such other terms as may be mutually acceptable to the Purchaser and the Company; provided that the Purchaser shall enter into Subscription Agreements with the PIPE Investors that offer the best terms to the Purchaser (as long as such terms are at least as favorable to the Purchaser as the terms set forth on Schedule 5.17(a) or are otherwise mutually agreed by Purchaser and the Company) regardless of whether the Purchaser or the Company has identified such PIPE Investors. If either Party identifies PIPE Investors, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror Purchaser and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with entering into Subscription Agreements with such PIPE Investment Investors and use their respective commercially reasonable efforts to cause such PIPE Investment Subscription Agreements to be executed and the transactions contemplated thereby to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquirorthe Purchaser). In connection The Purchaser will deliver to the Company true, correct and complete copies of each Subscription Agreement entered into by the Purchaser. During the Interim Period, neither the Purchaser nor the Company shall enter into any Contract with a PIPE Investment, to Investor without the extent necessary to address the treatment prior written consent of the PIPE Securities underlying other Party, as applicable, with such PIPE Investment hereunderconsent not to be unreasonably withheld, Acquiror and the Company shall negotiate in good faith to amend delayed or otherwise modify this Agreement to reflect such PIPE Securitiesconditioned. (b) Acquiror After any Subscription Agreements are executed by the parties thereto, the Purchaser shall use its commercially reasonable efforts to satisfy the conditions of the PIPE Investors’ closing obligations contained in the Subscription Agreements and consummate the transactions contemplated thereby. The Purchaser shall not reduce the PIPE Investment Amount terminate, or the subscription amount under amend or waive in any material respect any Subscription Agreement or reduce or impair without the rights of Acquiror under any Subscription Agreement, permit any amendment or modification Company’s prior written consent (not to be made tounreasonably withheld, any waiver (in whole delayed or in part) of, or provide consent to modify (including consent to terminateconditioned), any provision or remedy under, or any replacements of, any other than (i) as expressly provided for by the terms of the Subscription AgreementsAgreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription Agreements (it being understood, in each casebut without limiting the foregoing, other than that it shall be deemed material if any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver (x) reduces the PIPE Investment from any PIPE Investor or (y) imposes new or additional conditions or otherwise expands, or adversely amends or modifies any of the conditions to such assignment or transfer provisionthe receipt of the PIPE Investment); provided, that, in . Each of the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations with respect thereto in the event that the transferee or assigneePurchaser and, as applicable, does not comply with its obligations to consummate the purchase of the PIPE Securities contemplated therebyCompany, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed)shall, and except for any of shall cause its Affiliates to, use commercially reasonable efforts to avoid being in breach or default under the foregoing actions that would not increase conditionality or impose any new obligation on AcquirorSubscription Agreements. (c) Acquiror shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror The Purchaser shall give the Company prompt (and, in any event, within two (2) Business Days) written notice: (i) of any request from a PIPE Investor for any amendment to its Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (ii) of any actual, threatened or anticipated breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could would reasonably be expected to give rise to any breach or default) by any party PIPE Investor under its Subscription Agreement, to any Subscription Agreement the extent known to Acquirorby such Party; and (iiiii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any PIPE Investor under its Subscription Agreement or any provisions of any related agreement. The Purchaser shall deliver all notices it is required to deliver under the Subscription Agreement; (iii) of any amendment, waiver or modification Agreements on a timely basis in order to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without cause the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by to consummate the Subscription AgreementsPIPE Investment immediately prior to the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (SANUWAVE Health, Inc.), Merger Agreement (SEP Acquisition Corp.)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement hereof, Acquiror shall use commercially reasonable efforts to obtain commitments from certain investors as to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior Investment and shall apprise the Company as to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation status of the PIPE Investment Amountduring such process. In connection with Acquiror seeking a PIPE Investment, Acquiror and Unless otherwise approved in writing by the Company shall(such approval not to be unreasonably withheld, and delayed or conditioned), neither Acquiror or Merger Sub shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminatetermination), of any provision or remedy under, or any replacements of, any of the Subscription AgreementsAgreements in a manner adverse to Acquiror, in each case, other than any assignment Merger Sub 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 assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Company. Acquiror shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by any the Subscription Agreement to which it is a party Agreements on the terms and conditions described therein, including maintaining in effect such the Subscription Agreement Agreements and to shall use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such the Subscription Agreement Agreements and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such the Subscription Agreement Agreements (other than conditions that Acquiror, the Company Acquiror or any of their respective 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, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; (iii) confer with the Company regarding timing of the expected closing date of the PIPE Investment; (iv) deliver notices to counterparties to 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 Subscription Agreements; and (v) in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror 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, enforce the rights of the Acquiror under the Subscription Agreements to cause the applicable PIPE Investor Investors to pay to (or as directed by) Acquiror the consideration applicable portion of the PIPE Investment Amount, as applicable, set forth in such the Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, Agreements in accordance with its their terms. (d) . Without limiting the generality of the foregoingforegoing and after Acquiror enters into one or more Subscription Agreements, Acquiror shall give the Company Company, prompt written notice: (iA) of any amendment to any Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be likely to give rise to any breach or default) by any party to any Subscription Agreement known to Acquiror; (iiC) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (ivD) if Acquiror does has a reasonable basis to expect that it will not expect to receive all or any portion of financing proceeds the PIPE Investment Amount on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements. Acquiror shall deliver all notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause the PIPE Investors to consummate the PIPE Investment concurrently with the Closing and shall take all actions required under any Subscription Agreements with respect to the timely issuance and delivery of any physical certificates evidencing the shares of Acquiror Class A Common Stock or Acquiror Warrants as and when required under any such Subscription Agreements.

Appears in 2 contracts

Samples: Merger Agreement (LMF Acquisition Opportunities Inc), Merger Agreement (LMF Acquisition Opportunities Inc)

PIPE Investment. (a) Following Without limiting anything to the Original Agreement Date and until contrary contained herein, during the Interim Period, Purchaser may use commercially reasonable efforts as practicable, after the date of the mailing of the Proxy Statement this Agreement and at or prior to the stockholders of Acquiror may End Date, to enter into and consummate subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement equity investment in Purchaser to be consummated immediately prior to the consummation purchase shares of the Business Combination (the “PIPE”)Purchaser in connection with a private placement, and/or enter into backstop arrangements with potential investors, in either case, case on terms mutually agreeable to Acquiror and the Company and Purchaser, acting reasonably and in good faith (a “PIPE Investment”), provided thatand, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased if Purchaser elects to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking seek a PIPE Investment, Acquiror Purchaser and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment Investment, and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by AcquirorPurchaser). In connection with If Purchaser elects to seek a PIPE Investment, Purchaser shall use its commercially reasonable efforts to satisfy the extent necessary to address the treatment conditions of the PIPE Securities underlying such PIPE Investment hereunderInvestors’ closing obligations contained in the Subscription Agreements and consummate the transactions contemplated thereby. Purchaser shall not terminate, Acquiror and the Company shall negotiate in good faith to or amend or otherwise modify this Agreement waive in any manner materially adverse to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under Purchaser, any Subscription Agreement or reduce or impair without the rights of Acquiror under any Subscription Agreement, permit any amendment or modification Company’s prior written consent (not to be made tounreasonably withheld, any waiver (in whole delayed or in part) of, or provide consent to modify (including consent to terminateconditioned), any provision or remedy under, or any replacements of, any other than (i) as expressly provided for by the terms of the Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription Agreements. Each of Purchaser and, 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); provided, that, in the case of any such assignment or transferas applicable, the initial party Company, shall, and shall cause its Affiliates to, use commercially reasonable efforts to such avoid being in breach or default under the Subscription Agreement remains bound by its obligations Agreements. Additionally, during the Interim Period, Purchaser may, but shall not be required to, enter into and consummate additional Subscription Agreements with respect thereto additional PIPE Investors, including in the event that the transferee there is an actual or assignee, as applicable, does not comply with its obligations to consummate the purchase of the threatened material breach or default by a PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to takeInvestor under a Subscription Agreement, or cause to be taken, all actions and do, Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or cause to be done, all things necessary, proper or advisable able to consummate the transactions contemplated by any Subscription Agreement to which it is a party on thereby upon the terms and satisfaction of the conditions described therein, including maintaining in effect of such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its PIPE Investor’s closing obligations thereunder, which additional Subscription Agreements shall become part of the PIPE Investment hereunder; provided, that the terms of such additional Subscription Agreements shall not, without the Company’s prior written consent (ii) confer with not to be unreasonably withheld, delayed or conditioned), be materially worse to Purchaser or the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in existing Subscription Agreements. If Purchaser elects to seek such additional Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to ClosingAgreements (containing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement solely with respect to any actualadditional Subscription Agreements, potentialterms that are substantially different from the terms of Subscription Agreements then in effect), threatened with the Company’s prior written consent, not to be unreasonably withheld, delayed or claimed expirationconditioned, lapsePurchaser and the Company shall, withdrawaland shall cause their respective Representatives to, breachcooperate with each other and their respective Representatives in connection with such additional Subscription Agreements and use their respective reasonable efforts to cause such additional Subscription Agreements to be executed and the transactions contemplated thereby to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser). Purchaser will deliver to the Company true, default, termination or repudiation by any party to any Subscription Agreement or any provisions correct and complete copies of any Subscription Agreement; (iii) of any amendment, waiver or modification to any each Subscription Agreement entered into by Acquiror Purchaser and any other Contracts between Purchaser and PIPE Investors that could affect the obligation of such Party was permitted PIPE Investors to make contribute to Purchaser their applicable portion of the aggregate gross proceeds of the PIPE Investment as set forth in the Subscription Agreement of such PIPE Investor. The Company shall not enter into any Contract with a PIPE Investor during the Interim Period without the prior written consent of the Company in accordance with this Section 8.04(d)Purchaser, it being understood that such amendmentnot to be unreasonably withheld, waiver delayed or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreementsconditioned.

Appears in 1 contract

Samples: Bid Implementation and Business Combination Agreement (Canna-Global Acquisition Corp)

PIPE Investment. (a) Following During the Original Agreement Date and until Interim Period, Liberty shall obtain commitments from certain investors (the date “PIPE Investors”) for a private placement of Liberty Ordinary Shares (the mailing of the Proxy Statement “PIPE Investment”) pursuant to the stockholders of Acquiror may enter into one or more subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”)which, in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Companyamong other things, the PIPE Investors will agree to subscribe for and purchase an aggregate gross proceeds under number of Liberty Common Shares set forth in the Subscription Agreements shall not exceed in exchange for an aggregate purchase price of at least $100,000,000 120 million, net of expenses (such aggregate purchase price, the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased on the Closing Date and prior to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror Merger Effective Time. (b) Liberty and the Company Markmore Parties shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such the PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the CompanyXxxxxxxx’s senior management participate in any investor meetings and roadshows as reasonably requested by AcquirorLiberty, and the preparation of materials reasonably necessary in connection therewith). In connection with a , and Liberty shall keep Markmore informed of the status of any and all discussions pertaining to the PIPE Investment. (c) The terms and conditions of the PIPE Investment, the Subscription Agreements and any agreement relating thereto shall (i) be subject to the extent necessary to address the treatment prior written approval of Markmore, (ii) provide that the PIPE Securities underlying Financing is subject only to customary closing conditions and (iii) provide that Markmore will be a third-party beneficiary thereof and entitled to enforce such agreements against the PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE SecuritiesInvestors. (bd) Acquiror Unless otherwise approved in writing by Markmore, Liberty shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the Subscription Agreements, in each case, Agreements or any other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver agreement related to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated therebyInvestment. Subject to the immediately preceding sentence, unless otherwise approved in writing by the other Party (which approval Liberty shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things required, necessary, proper or advisable to consummate the transactions contemplated by any the Subscription Agreement to which it is a party Agreements on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce by enforcing its rights under such the Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, Agreements to cause the applicable respective Affiliates of the Sponsor party thereto and the PIPE Investor Investors to pay to (or as directed by) Acquiror Liberty the consideration set forth in applicable purchase price under each such Person’s Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) . Without limiting the generality of the foregoing, Acquiror Liberty shall give the Company Markmore prompt (and, in any event within one (1) Business Day) written notice: (i) prior to any amendment to any Subscription Agreement or related agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (ii) 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 the counterparty to any Subscription Agreement known to AcquirorAgreement; (iiiii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of , any amendment, waiver related agreement or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice provisions thereof and (iv) if Acquiror Liberty does not expect to receive all or any portion of financing proceeds the PIPE Investment Amount on the terms, in the manner or from the applicable PIPE Investors as Persons contemplated by the Subscription Agreements.

Appears in 1 contract

Samples: Business Combination Agreement (Liberty Resources Acquisition Corp.)

PIPE Investment. Prior to the earlier of the Closing and the termination of this Agreement in accordance with its terms: (a) Following TopCo, the Original Agreement Date Company and until the date SPAC shall use their reasonable best efforts to cooperate, negotiate and agree upon a form of the mailing of the Proxy Statement PIPE Subscription Agreement to the stockholders of Acquiror may enter into subscription agreements (each, which one or more PIPE Investors will become a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company party thereto in connection with the negotiationPIPE Financing. The form of PIPE Subscription Agreement may include customary resale registration rights, execution and/or consummation as may be reasonably requested by the PIPE Investors. TopCo, the Company and SPAC further agree that, if requested by the Lenders under the Convertible Loan Agreement, such Lenders shall also be granted customary resale registration rights with respect to the TopCo Common Shares issuable pursuant to the Convertible Loan Agreement. (b) TopCo, the Company and SPAC shall use their commercially reasonable efforts to (i) obtain the PIPE Financing, enforce the obligations of the PIPE Investment AmountInvestors under the PIPE Subscription Agreements, and consummate the purchases contemplated by the PIPE Subscription Agreements on the terms and subject to the conditions set forth in the PIPE Subscription Agreements, (ii) satisfy all conditions to the PIPE Financing set forth in the PIPE Subscription Agreements that are within their control and (iii) satisfy and comply with their respective obligations under the PIPE Subscription Agreements. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shallTopCo shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause their its respective Representatives to, cooperate with each other the Company and SPAC and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate matters specified in any investor meetings and roadshows as this Section 8.10(a). If reasonably requested by Acquiror). In connection with a the Company or SPAC, TopCo shall, to the extent it has such rights under any PIPE InvestmentSubscription Agreement, waive any breach of any representation, warranty, covenant or agreement of such PIPE Subscription Agreement by the applicable PIPE Investor to the extent necessary to address cause the treatment satisfaction of the conditions to closing of the PIPE Securities underlying Financing set forth in the PIPE Subscription Agreements and solely for the purpose of consummating the Closing, provided that (i) any such waiver may be subject to, and conditioned upon, the Closing occurring and the substantially concurrent funding of the PIPE Financing, (ii) subject to, and condition upon, the Closing occurring and the substantially concurrent funding of the PIPE Financing, the Company or SPAC, as applicable, also waives any such breach to the extent the Company is a third-party beneficiary of the provision that was so breached and (iii) any such waiver shall be subject to the rights of the placement agent, as applicable, under such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith Subscription Agreement with respect to amend or otherwise modify this Agreement to reflect such PIPE Securitieswaiver. (bc) Acquiror TopCo shall not reduce the amend, modify or waive any provisions of any PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair without the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide prior written consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription AgreementsCompany and SPAC; provided that 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, shall not require the prior written consent of the Company or SPAC, so long as TopCo has provided to the Company and SPAC no less than any assignment or transfer contemplated therein or expressly permitted thereby two (without any further 2) Business Days’ prior written notice of such amendment, modification or waiver (including the form thereof), 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 such assignment or transfer provision); provided, that, in reduce the case of any such assignment or transfer, the initial party to such 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 amount of the PIPE Securities Financing available under any PIPE Subscription Agreement, (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the PIPE Financing or (iii) prevents, impedes or delays or is expected to prevent, impede or delay the consummation of the Transactions. (d) TopCo shall (i) promptly notify the Company and SPAC upon having knowledge of any material breach or default under, or termination of, any PIPE Subscription Agreement (including any refusal or repudiation by any PIPE Investor with respect to its obligation and/or ability to provide the full financing contemplated thereby, unless otherwise approved in writing by the applicable PIPE Subscription Agreement), (ii) at least 24 hours prior to delivering any written notice (or any other Party material notice) to a PIPE Investor with respect to any PIPE Subscription Agreement, deliver such notice to the Company and SPAC for their prior review and consent (which approval consent shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights promptly, and in any event, within two (2) Business Days following the Company’s or SPAC’s reasonable request, deliver the Closing Notice (as such term (or similar term) will be defined in the PIPE Subscription Agreement) to the PIPE Investors if conditions to the delivery of such notice under such the PIPE Subscription Agreement have been satisfied or waived in accordance with the event that terms hereof and thereof and all of the conditions to the Closing set forth in such Subscription Agreement Article IX have been satisfied or waived (other than conditions that Acquiror, the Company or any of their respective Affiliates control the satisfaction of and other than those conditions that that, by their nature nature, are to be satisfied at the Closing, but that would, as of such date, reasonably be expected to be satisfied if the Closing were to occur). (e) have been satisfied, In the event that any portion of the proceeds contemplated to cause be received by TopCo upon the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate consummation of the transactions contemplated by such the PIPE Subscription Agreement at or prior to ClosingAgreements become unavailable on the terms and conditions contemplated in each PIPE Subscription Agreement, in accordance with its terms. (d) Without limiting the generality regardless of the foregoingreason therefor, Acquiror shall give and such unavailable proceeds are required to fund the Transactions on the Closing Date in order to satisfy Section 9.3(c), TopCo, the Company prompt written notice: and SPAC will (i) as promptly as practicable following the occurrence of such event, use its commercially reasonable efforts to obtain alternative financing (the “Alternative Financing”) (in an amount sufficient, when taken together with any breach or default (or any event or circumstance thatthen-available proceeds contemplated by the PIPE Subscription Agreements and available cash of SPAC, with or without notice, lapse of time or both, could give rise to any breach or defaultconsummate the Transactions) by any party on terms not less favorable in the aggregate to any TopCo than those contained in each PIPE Subscription Agreement known that the Alternative Financing would replace from the same or other sources and which do not include any incremental conditionality to Acquiror; the consummation of such Alternative Financing that are materially more onerous to TopCo, SPAC and the Company (in each case, in the aggregate) than the conditions set forth in each PIPE Subscription Agreement (as applicable) in effect as of prior to the occurrence of such event and (ii) immediately notify the other parties hereto of such unavailability and the receipt reason therefor; provided that none of TopCo, the Company or SPAC shall enter into any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make Alternative Financing without the prior written consent of the Company other such parties (such consent not to be unreasonably withheld, conditioned or delayed). Upon receiving such notification, the other parties hereto will use their respective commercially reasonable efforts to assist in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreementsobtaining Alternative Financing.

Appears in 1 contract

Samples: Business Combination Agreement (Bite Acquisition Corp.)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement Without limiting anything to the stockholders of contrary contained herein, during the Interim Period, Acquiror may shall use its reasonable commercial efforts to enter into subscription agreements (each, a “and consummate Subscription Agreement”) Agreements with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, and Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) The Acquiror shall use its reasonable best efforts to takesatisfy the conditions of the PIPE Investors’ closing obligations contained in the Subscription Agreements and consummate the transactions contemplated thereby. The Acquiror shall not terminate, amend or waive in any manner materially adverse to the Acquiror, any Subscription Agreement without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned), other than (i) as expressly provided for by the terms of the Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription Agreements. Each of the Acquiror and, as applicable, the Company, shall, and shall cause its Affiliates to, use commercially reasonable efforts to avoid being in breach or default under the Subscription Agreements. Additionally, during the Interim Period, the Acquiror may, but shall not be required to, enter into and consummate additional Subscription Agreements with additional PIPE Investors, including in the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or cause to be taken, all actions and do, the Acquiror reasonably believes in good faith that such PIPE Investor otherwise is not willing or cause to be done, all things necessary, proper or advisable able to consummate the transactions contemplated by any Subscription Agreement to which it is a party on thereby upon the terms and satisfaction of the conditions described therein, including maintaining in effect of such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its PIPE Investor’s closing obligations thereunder, which additional Subscription Agreements shall become part of the PIPE Investment hereunder; provided, that the terms of such additional Subscription Agreements shall not, without the Company’s prior written consent (ii) confer with not to be unreasonably withheld, delayed or conditioned), be on materially less favorable terms to the Acquiror or the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in existing Subscription Agreements. If the Acquiror elects to seek such additional Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to ClosingAgreements (with, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement solely with respect to any actualadditional Subscription Agreements containing terms that are substantially different from the terms of Subscription Agreements then in effect, potentialthe Company’s prior written consent, threatened not to be unreasonably withheld, delayed or claimed expirationconditioned), lapsethe Acquiror and the Company shall, withdrawaland shall cause their respective Representatives to, breachcooperate with each other and their respective Representatives in connection with such additional Subscription Agreements and use their respective reasonable efforts to cause such additional Subscription Agreements to be executed and the transactions contemplated thereby to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Acquiror). The Acquiror will deliver to the Company true, default, termination or repudiation by any party to any Subscription Agreement or any provisions correct and complete copies of any Subscription Agreement; (iii) of any amendment, waiver or modification to any each Subscription Agreement entered into by the Acquiror and any other Contracts between the Acquiror and PIPE Investors that could affect the obligation of such Party was permitted PIPE Investors to make contribute to the Acquiror their applicable portion of the aggregate gross proceeds of the PIPE Investment as set forth in the Subscription Agreement of such PIPE Investor. The Company shall not enter into any Contract with a PIPE Investor during the Interim Period without the prior written consent of the Company in accordance with this Section 8.04(d)Acquiror, it being understood that such amendmentnot to be unreasonably withheld, waiver delayed or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreementsconditioned.

Appears in 1 contract

Samples: Business Combination Agreement (Fat Projects Acquisition Corp)

PIPE Investment. (a) Following During the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunderInterim Period, Acquiror and the Company shall negotiate use their reasonable best efforts to identify and obtain commitments from potential investors (the “PIPE Investors”) for an investment in good faith an aggregate amount of $5,000,000 to amend be consummated concurrently with the Closing (“PIPE Investment”). The terms of the PIPE Investment shall be mutually agreed upon by Acquiror and the Company and set forth in subscription or otherwise modify this Agreement purchase agreements in form and substance satisfactory to reflect each them (the “PIPE Agreements”). Acquiror will prepare the PIPE Agreements, or cause the PIPE Agreements to be prepared. The Company shall reasonably cooperate in obtaining the PIPE Investment and preparing the PIPE Agreements by, in a timely manner, (a) providing such PIPE Securities. information and assistance as the Acquiror may reasonably request, (b) Acquiror shall not reduce granting such access to potential PIPE Investors and their representatives as may reasonably be necessary for their due diligence and (c) 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 Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription AgreementInvestment, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, thatsubject, in the case of clauses (a) and (b), to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Company or any such assignment or transferof its Subsidiaries by third parties, the initial party to such Subscription Agreement remains bound by its obligations with respect thereto and except, in the event that case of clauses (a) and (b), for any information which (i) is prohibited from being disclosed by applicable Law or (ii) on the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase advice of legal counsel of the PIPE Securities contemplated thereby, unless otherwise approved Company would result in writing by the loss of attorney-client privilege or other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) privilege from disclosure. Acquiror shall use its reasonable best 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 cause the transactions contemplated by any Subscription Agreement PIPE Investment to which it is a party be consummated on the terms and conditions described thereinset forth in the PIPE Agreements, including maintaining in effect such Subscription Agreement and to use using its reasonable best efforts to: to (iA) maintain in full force and effect the PIPE Agreements in accordance with the terms thereof, (B) satisfy in all material respects on a timely basis all conditions and covenants to obtaining the PIPE Investment set forth in the PIPE Agreements that are applicable to Acquiror in such Subscription Agreement or any of its Subsidiaries and otherwise comply with within the control of Acquiror or any of its obligations thereunderSubsidiaries, (iiC) confer cause the investors to fund the PIPE Investment concurrently with the Company regarding timing for delivery of any closing notice pursuant to such Subscription AgreementClosing, (D) comply on a timely basis with Acquiror’s obligations under the PIPE Agreements, and (iiiE) enforce its Acquiror’s rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Battery Future Acquisition Corp.)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror BOA and the Company acting shall use their commercially reasonable efforts to satisfy the conditions of the PIPE Investors closing obligations contained in the PIPE Subscription Agreements, and consummate the transactions contemplated thereby. Neither BOA nor the Company shall terminate, or amend or waive in any manner, any PIPE Subscription Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned, other than (i) as expressly provided for by the terms of the PIPE Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the PIPE Subscription Agreements by the applicable PIPE Investors pursuant to the terms thereof. Additionally, from the date hereof until the Closing, BOA and the Company may, but shall not be required to, enter into and consummate additional PIPE Subscription Agreements with additional PIPE Investors, including in the event that there is an actual or threatened material breach or default by a PIPE Investor under a PIPE Subscription Agreement, or either BOA or the Company reasonably and believes in good faith (a “that such PIPE Investment”)Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such PIPE Investor’s closing obligations thereunder, provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the which additional PIPE Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation become part of the PIPE Investment Amounthereunder; provided, that the terms of such additional PIPE Subscription Agreements shall not, without the Company’s or BOA’s prior written consent, be different than those set forth in the PIPE Subscription Agreements. In connection with Acquiror seeking a If BOA and the Company seek such additional PIPE InvestmentSubscription Agreements, Acquiror BOA and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such additional PIPE Investment Subscription Agreements and use their respective commercially reasonable efforts to cause such additional PIPE Investment Subscription Agreements to be executed and the transactions contemplated thereby to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by AcquirorBOA). In For avoidance of doubt, all Company Ordinary Shares issued in connection with a the PIPE InvestmentInvestment shall be issued following the consummation of the Capital Restructuring (and the number of Company Ordinary Shares, to the extent necessary to address the treatment purchase price per share and other terms of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for modified in any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated way by the Subscription AgreementsCapital Restructuring or the Conversion Factor).

Appears in 1 contract

Samples: Business Combination Agreement (BOA Acquisition Corp.)

PIPE Investment. (a) Following the Original Agreement Date execution and until the date delivery of the mailing this Agreement, each of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (eachSPAC, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror Pubco and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its their respective reasonable best efforts to take, or cause to be taken, and shall cooperate with one another in the taking of, all actions actions, and do, or cause to be done, all things things, in each case, which are necessary, proper or advisable to consummate the transactions contemplated by any Subscription Agreement to which it is a party on PIPE Investment substantially concurrently with the terms and conditions described thereinClosing, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts toincluding: (i) satisfy prior to Pubco entering into any PIPE Subscription Agreement or any other Contract related to the issuance of any Equity Securities of Pubco, unless the Company is entering into such PIPE Subscription Agreement or other Contract concurrently with Pubco, (A) providing the other Parties with each such PIPE Subscription Agreement or other such Contract prior to its execution, (B) providing each other Party reasonable time to review and comment thereon and considering in good faith any comments from the other Parties with respect to any such PIPE Subscription Agreement or other such Contract and (C) obtaining the prior written consent of the Company to such PIPE Subscription Agreement or other such Contract; (ii) maintaining all material respects PIPE Subscription Agreements in full force and effect; (iii) providing, upon written request, the other Parties with such information as is reasonably requested in connection with the negotiation, preparation and execution of the PIPE Subscription Agreements and the consummation of the PIPE Investment; (iv) satisfying on a timely basis all conditions and covenants applicable to Acquiror Pubco in such the PIPE Subscription Agreement Agreements and otherwise comply complying with its obligations thereunder, ; (iiv) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such the PIPE Subscription Agreement Agreements (other than conditions that Acquiror, the Company 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 PIPE Closing (as defined in the PIPE Subscription Agreements), but subject to their satisfaction at the PIPE Closing) have been satisfied, consummating the PIPE Investment concurrently with the Closing on the terms and subject to the conditions set forth in the PIPE Subscription Agreements; (vi) conferring with the other Parties regarding the timing of the PIPE Closing; (vii) delivering notices to the PIPE Investors sufficiently in advance of the PIPE Closing to cause them to fund their respective portions of the applicable PIPE Investment as far in advance of the PIPE Closing as permitted by the PIPE Subscription Agreements; and (viii) causing each PIPE Investor to pay to (or as directed by) Acquiror Pubco its portion of the consideration PIPE Investment as set forth in such the applicable PIPE Subscription Agreement and consummate upon the transactions contemplated by terms and subject to the conditions set forth therein. Pubco shall take all actions required under the PIPE Subscription Agreements with respect to the timely issuance and delivery of the Pubco Ordinary Shares issuable in connection with the PIPE Investment, whether in certificate or book-entry form, as and when required under any such PIPE Subscription Agreement at or prior to Closing, in accordance with its termsAgreement. (db) Without limiting the generality of Section 7.16(a), each Party shall provide the foregoingother Parties prompt (and, Acquiror shall give the Company prompt in any event, within three Business Days) written notice: (i) of any breach or default (or any event or circumstance that, with or without the giving of notice, the lapse of time or bothotherwise, could give rise to any breach or default) by any party to any PIPE Investor of its PIPE Subscription Agreement known to Acquirorsuch Party or of which such Party becomes aware; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement PIPE Investor with respect to any actual, potential, threatened potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or such PIPE Investor of any provisions of any its PIPE Subscription Agreement; and (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror Pubco does not expect to receive all or any portion of financing proceeds the PIPE Investment on the terms, terms or in the manner or from the applicable PIPE Investors as contemplated by the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Business Combination Agreement (Investcorp AI Acquisition Corp.)

PIPE Investment. (a) Following During the Original Agreement Date Interim Period, each of SPAC and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements PubCo shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to take, or cause to be taken, and Xxxxxxx, Merger Sub, and the Company shall cooperate with each of SPAC and PubCo in the taking of, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by any Subscription Agreement to which it is a party PIPE Investment (i) concurrently with the Closing and (ii) on the terms and subject to the conditions described thereinset forth in the Subscription Agreements, including maintaining in effect such the Subscription Agreement Agreements and to use its reasonable best efforts to: (iA) provide, upon written request, the other Parties with such information and assistance as is reasonably requested in connection with the negotiation, preparation and execution of the Subscription Agreements and the consummation of the PIPE Investment; (B) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror such Party in such the Subscription Agreement Agreements and otherwise comply with its obligations thereunder, ; (iiC) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such the Subscription Agreement Agreements (other than conditions that Acquiror, the Company 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 PIPE Closing (as defined in the Subscription Agreements), but subject to their satisfaction at the PIPE Closing) have been satisfied, consummate the PIPE Investment concurrently with the Closing; (D) confer with the other Parties regarding timing of the PIPE Closing; (E) deliver notices to the PIPE Investors sufficiently in advance of the PIPE Closing to cause them to fund the applicable PIPE Investment Amount as far in advance of the PIPE Closing as permitted by the Subscription Agreements; and (F) cause each PIPE Investor to pay to (or as directed by) Acquiror PubCo its applicable portion of the consideration PIPE Investment Amount as set forth in such the applicable Subscription Agreement and consummate upon the transactions contemplated by terms and subject to the conditions set forth therein. PubCo shall take all actions required under the Subscription Agreements with respect to the timely issuance and delivery of the PubCo Ordinary Shares issuable in connection with the PIPE Investment, whether in certificate or book-entry form, as and when required under any such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting Agreements. To the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) of extent PubCo enters into any breach or default Subscription Agreements (or any event or circumstance that, with or without notice, lapse of time or both, could give rise other Contract related to any breach or default) by any party to any Subscription Agreement known to Acquiror; (ii) of the receipt issuance of any written notice or other written communication Equity Securities) with respect to the PIPE Investment to which SPAC is not a party, PubCo shall provide SPAC with each such Contract prior to its execution and provide SPAC reasonable time to review and comment thereon and shall consider in good faith any comments from any party to any Subscription Agreement SPAC with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription AgreementsContract.

Appears in 1 contract

Samples: Business Combination Agreement (ExcelFin Acquisition Corp.)

PIPE Investment. (a) Following During the Original Agreement Date Interim Period, each of SPAC and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements Pubco shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to take, or cause to be taken, and the Company shall cooperate with each of SPAC and Pubco in the taking of, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by any Subscription Agreement to which it is a party on PIPE Investment concurrently with the terms and conditions described thereinClosing, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts toincluding: (i) satisfy entering into PIPE Subscription Agreements in all material respects form and substance acceptable to the Company and maintaining such PIPE Subscription Agreements in full force and effect; (ii) providing, upon written request, the other Parties with such information and assistance as is reasonably requested in connection with the negotiation, preparation and execution of the PIPE Subscription Agreements and the consummation of the PIPE Investment; (iii) satisfying on a timely basis all conditions and covenants applicable to Acquiror such Party in such the PIPE Subscription Agreement Agreements and otherwise comply complying with its obligations thereunder, ; (iiiv) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such the PIPE Subscription Agreement Agreements (other than conditions that Acquiror, the Company 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 PIPE Closing (as defined in the PIPE Subscription Agreements), but subject to their satisfaction at the PIPE Closing) have been satisfied, consummating the PIPE Investment concurrently with the Closing on the terms and subject to the conditions set forth in the PIPE Subscription Agreements; (v) conferring with the other Parties regarding timing of the PIPE Closing; (vi) delivering notices to the PIPE Investors sufficiently in advance of the PIPE Closing to cause them to fund the applicable PIPE Investment Amount as far in advance of the PIPE Closing as permitted by the PIPE Subscription Agreements; and (vii) causing each PIPE Investor to pay to (or as directed by) Acquiror Pubco its applicable portion of the consideration PIPE Investment Amount as set forth in such the applicable PIPE Subscription Agreement and consummate upon the transactions contemplated by terms and subject to the conditions set forth therein. Pubco shall take all actions required under the PIPE Subscription Agreements with respect to the timely issuance and delivery of the Pubco Common Shares issuable in connection with the PIPE Investment, whether in certificate or book-entry form, as and when required under any such PIPE Subscription Agreement at or prior to Closing, in accordance with its termsAgreements. (db) Without limiting the generality of the foregoingSection 8.16(a), Acquiror Pubco shall give SPAC and the Company prompt (and, in any event, within three Business Days) written notice: (i) of any breach or default (or any event or circumstance Event that, with or without the giving of notice, the lapse of time or bothotherwise, could give rise to any breach or default) by any party to any PIPE Subscription Agreement known to AcquirorPubco or of which Pubco becomes aware; (ii) of the receipt of any written notice or other written communication from any party to any PIPE Subscription Agreement with respect to any actual, potential, threatened potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any such party to any PIPE Subscription Agreement or any provisions of any PIPE Subscription Agreement; and (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror Pubco does not expect to receive all or any portion of financing proceeds the PIPE Investment Amount on the terms, terms or in the manner or from the applicable PIPE Investors as contemplated by the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Business Combination Agreement (Plum Acquisition Corp. III)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements SPAC shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) oftake, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to take, or 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 obtain the PIPE Investment and consummate the transactions contemplated by any the Subscription Agreement to which it is a party Agreements on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and using its commercially reasonable efforts to use its reasonable best efforts to: (ix) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunderunder the Subscription Agreements, (iiy) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such the Subscription Agreement Agreements have been satisfied (other than conditions that Acquiror, the Company or any of their respective Affiliates control SPAC controls the satisfaction of and other than those conditions that by their nature are to be satisfied at Closing), consummate the transactions contemplated by the Subscription Agreements at or prior to Closing; and (z) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements have been satisfiedsatisfied (other than conditions that SPAC controls the satisfaction of and other than those conditions that by their nature are to be satisfied at Closing), to cause the applicable PIPE Investor to pay contribute to (or as directed by) Acquiror SPAC the consideration applicable portion of the PIPE Investment Amount set forth in such Subscription Agreement and consummate the transactions contemplated by such applicable Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror . SPAC shall give the Company Parent prompt written notice: notice upon (i) becoming aware 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 of the Subscription Agreement known to Acquiror; Agreements or any termination (or purported termination) of any of the Subscription Agreements, (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; Agreement and (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror SPAC does not expect to receive all or any portion of financing proceeds the PIPE Investment Amount on the terms, in the manner or from the applicable PIPE Investors as sources contemplated by the Subscription Agreements. SPAC shall not permit, without the prior written consent of the Parent (such consent not to be unreasonably withheld, conditioned or delayed), any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements of, the Subscription Agreements. (b) The Parent and Target shall, and shall cause the appropriate officers and employees thereof to, use commercially reasonable efforts to cooperate in connection with (x) the arrangement of any PIPE Investment, and (y) the marketing of the transactions contemplated by this Agreement and the Ancillary Agreements in the public markets and with existing shareholders of SPAC (including in the case of clauses (x) with respect to the satisfaction of the relevant conditions precedent), in each case as may be reasonably requested by SPAC, including by (i) upon reasonable prior notice, participating in meetings, calls, drafting sessions, presentations, and due diligence sessions (including accounting due diligence sessions) and sessions with prospective investors at mutually agreeable times and locations and upon reasonable advance notice (including the participation in any relevant “roadshow”), (ii) assisting with the preparation of customary materials, (iii) providing the financial statements and such other financial information regarding the Target as is reasonably requested in connection therewith, subject to confidentiality obligations reasonably acceptable to the Parent, (iv) taking all corporate actions that are necessary or customary to obtain the PIPE Investment and market the transactions contemplated by this Agreement, and (v) otherwise reasonably cooperating in SPAC’s efforts to obtain the PIPE Investment and market the transactions contemplated by this Agreement. (c) The indicative commitments of the PIPE Investment Amount shall be received by the Parties by February 28, 2023.

Appears in 1 contract

Samples: Business Combination Agreement (Newcourt Acquisition Corp)

PIPE Investment. (a) Following Parent shall take all actions required to obtain the Original Agreement Date PIPE Investment and until consummate the date of transactions contemplated by the mailing of Subscription Agreements on the Proxy Statement terms described therein, including to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”x) comply with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds its obligations under the Subscription Agreements, and (y) in the event that all conditions in the Subscription Agreements have been satisfied, consummate the transactions contemplated by the Subscription Agreements at or prior to Closing. Parent shall not exceed $100,000,000 permit, without the prior written consent of the Company (the “PIPE Investment Amount”such consent not to be unreasonably withheld, conditioned or delayed), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, or any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), of any provision or remedy under, or any replacements of, any of the Subscription Agreements. (b) The Company agrees, and shall cause the appropriate officers and employees thereof, to use commercially reasonable efforts to cooperate in each caseconnection with (x) the arrangement of any PIPE Investment, other than any assignment or transfer and (y) the marketing of the transactions contemplated therein or expressly permitted thereby by this Agreement and the Ancillary Agreements in the public markets and with existing equityholders of Parent (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, including in the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations clauses (x) with respect thereto in to the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase satisfaction of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayedrelevant conditions precedent), in each case as may be reasonably requested by Parent, including by (i) upon reasonable prior notice, participating in meetings, calls, drafting sessions, presentations, and except for due diligence sessions (including accounting due diligence sessions) and sessions with prospective investors at mutually agreeable times and locations and upon reasonable advance notice (including the participation in any relevant “roadshow”), (ii) assisting with the preparation of customary materials, (iii) providing the foregoing financial statements and such other financial information regarding the Company as is reasonably requested in connection therewith, subject to confidentiality obligations reasonably acceptable to the Company, (iv) taking all corporate actions that would not increase conditionality are necessary or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts customary to take, or cause to be taken, all actions obtain the PIPE Investment and do, or cause to be done, all things necessary, proper or advisable to consummate market the transactions contemplated by any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription this Agreement, and (iiiv) enforce its rights under such Subscription Agreement otherwise reasonably cooperating in Parent’s efforts to obtain the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company or any of their respective Affiliates control the satisfaction of PIPE Investment and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate market the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its termsthis Agreement. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (CSLM Acquisition Corp.)

PIPE Investment. (a) Following Prior to the Original Agreement Date and until the effective date of the mailing of Registration Statement, VSAC and the Proxy Statement to the stockholders of Acquiror Company may enter into and consummate subscription agreements in form and substance mutually acceptable in good faith to VSAC and the Company (each, a “Subscription Agreement”) with among investors (a the “PIPE InvestorInvestors”) relating and either VSAC or the Company or both VSAC and the Company for an aggregate of up to an investment $40,000,000 in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant connection with one or more private placements in VSAC and/or the Company, to a private placement purchase Company Ordinary Shares and/or VSAC Class A Common Stock, in each instance, to be consummated immediately prior to the consummation of Effective Time subject to the Business Combination condition that the Closing occurs (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”); provided however, provided thatthat the aggregate amount of PIPE Investments in Company Ordinary Shares pursuant to Subscription Agreements with the Company shall not exceed $10,000,000. Each of the Subscription Agreements, unless otherwise agreed when executed by Acquiror and VSAC or the Company, shall have been duly authorized, executed and delivered by VSAC or the aggregate gross proceeds under Company, as applicable and constitute the valid and binding obligation of VSAC and/or the Company, as applicable, enforceable against VSAC or the Company, as applicable, and, to the Knowledge of VSAC or the Company, as applicable, the other parties thereto, in accordance with its terms, subject to the Enforceability Exceptions. True and complete original or signed copies of each of the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased delivered to account for any fees paid by VSAC and the Company prior to the Effective Time, and there will have been no conditions to closing of the transactions contemplated therein other than the conditions (if any) specifically stated therein. For the avoidance of doubt, (i) any Company Ordinary Shares issued in connection with the negotiationPIPE Investment shall be issued following the consummation of the Recapitalization but prior to the Effective Time, execution and/or consummation and (ii) accordingly, the number of Company Ordinary Shares, purchase price per share and other terms of the PIPE Investment Amountshall not be affected in any manner by the Recapitalization. (b) VSAC and the Company shall use their reasonable best efforts to satisfy the conditions of the PIPE Investors’ closing obligations contained in the Subscription Agreements, and consummate the transactions contemplated thereby. In connection with Acquiror seeking a Neither VSAC nor the Company shall terminate, or amend or waive in any manner, any Subscription Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned, other than (i) as expressly provided for by the terms of the Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investment, Acquiror Investors pursuant to the Subscription Agreements. VSAC and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment all Subscription Agreements and use their respective commercially reasonable efforts to cause such PIPE Investment Subscription Agreements to be executed and the transactions contemplated thereby to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by AcquirorVSAC). In For avoidance of doubt, any Company Ordinary Shares issued in connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or shall be issued following the subscription amount under any Subscription Agreement or reduce or impair consummation of the rights Recapitalization (and the number of Acquiror under any Subscription AgreementCompany Ordinary Shares, 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 terminate), any provision or remedy under, or any replacements of, any purchase price per share and other terms of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for modified in any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated way by the Subscription AgreementsRecapitalization or the Conversion Ratio).

Appears in 1 contract

Samples: Business Combination Agreement (Vision Sensing Acquisition Corp.)

PIPE Investment. Prior to the earlier of the Closing and the termination of this Agreement in accordance with its terms: (a) Following The Company and GAMC shall use their commercially reasonable efforts to (i) obtain the Original Agreement Date and until PIPE Financing, enforce the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation obligations of the PIPE Investment AmountInvestors under the PIPE Subscription Agreements, and consummate the purchases contemplated by the PIPE Subscription Agreements on the terms and subject to the conditions set forth in the PIPE Subscription Agreements, (ii) satisfy all conditions to the PIPE Financing set forth in the PIPE Subscription Agreements that are within their control and (iii) satisfy and comply with their respective obligations under the PIPE Subscription Agreements. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shallGAMC shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause their its respective Representatives to, cooperate with each other the Company and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate matters specified in any investor meetings and roadshows as this Section 7.20. If reasonably requested by Acquiror). In connection with a the Company, GAMC shall, to the extent it has such rights under any PIPE InvestmentSubscription Agreement, waive any breach of any representation, warranty, covenant or agreement of such PIPE Subscription Agreement by the applicable PIPE Investor to the extent necessary to address cause the treatment satisfaction of the conditions to closing of the PIPE Securities underlying Financing set forth in the PIPE Subscription Agreements and solely for the purpose of consummating the Closing, provided that (x) any such waiver may be subject to, and conditioned upon, the Closing occurring and the substantially concurrent funding of the PIPE Financing, (y) subject to, and conditioned upon, the Closing occurring and the substantially concurrent funding of the PIPE Financing, the Company or GAMC, as applicable, also waives any such breach to the extent the Company is a third-party beneficiary of the provision that was so breached and (z) any such waiver shall be subject to the rights of the placement agent, as applicable, under such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith Subscription Agreement with respect to amend or otherwise modify this Agreement to reflect such PIPE Securitieswaiver. (b) Acquiror GAMC shall not reduce the amend, modify or waive any provisions of any PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair without the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide prior written consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription AgreementsCompany; provided that 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, shall not require the prior written consent of the Company, so long as GAMC has provided to the Company no less than any assignment or transfer contemplated therein or expressly permitted thereby two (without any further 2) Business Days’ prior written notice of such amendment, modification or waiver (including the form thereof), 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 such assignment or transfer provision); provided, that, in reduce the case of any such assignment or transfer, the initial party to such 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 amount of the PIPE Securities Financing available under any PIPE Subscription Agreement, (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the PIPE Financing or (iii) prevents, impedes or delays or is expected to prevent, impede or delay the consummation of the Transactions. (c) GAMC shall (i) promptly notify the Company upon having knowledge of any material breach or default under, or termination of, any PIPE Subscription Agreement (including any refusal or repudiation by any PIPE Investor with respect to its obligation and/or ability to provide the full financing contemplated thereby, unless otherwise approved in writing by the applicable PIPE Subscription Agreement), (ii) at least 24 hours prior to delivering any written notice (or any other Party material notice) to a PIPE Investor with respect to any PIPE Subscription Agreement, deliver such notice to the Company and GAMC for their prior review and consent (which approval consent shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights promptly, and in any event, within two (2) Business Days following the Company’s or GAMC’s reasonable request, deliver the Closing Notice (as such term (or similar term) will be defined in the PIPE Subscription Agreement) to the PIPE Investors if conditions to the delivery of such notice under such the PIPE Subscription Agreement have been satisfied or waived in accordance with the event that terms hereof and thereof and all of the conditions to the Closing set forth in such Subscription Agreement Article IX have been satisfied or waived (other than conditions that Acquiror, the Company or any of their respective Affiliates control the satisfaction of and other than those conditions that that, by their nature nature, are to be satisfied at the Closing) have been satisfied, but that would, as of such date, reasonably be expected to cause be satisfied if the applicable PIPE Investor Closing were to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its termsoccur). (d) Without limiting Upon the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent request of the Company following the date hereof and prior to the Closing, GAMC shall deliver to the Company any additional PIPE Subscription Agreements executed by GAMC and any Regulated Stockholders, in accordance with this Section 8.04(d)a form substantially similar to the form for Regulated Stockholders attached hereto as Exhibit D, it being understood that such amendmentpursuant to which the Regulated Stockholder(s) shall commit to purchase, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect GAMC shall commit to receive all or any portion of financing proceeds sell, on the termsterms and conditions set forth therein, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreementsshares of GAMC Class A Common Stock.

Appears in 1 contract

Samples: Business Combination Agreement (Golden Arrow Merger Corp.)

PIPE Investment. Prior to the earlier of the Closing and the termination of this Agreement in accordance with its terms: (a) Following The Company, NewPubco and SPAC shall use their commercially reasonable efforts to (i) obtain additional PIPE Financing, enforce the Original Agreement Date and until the date obligations of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror new subscribers (“PIPE SecuritiesInvestors”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination under new Subscription Agreements (the PIPEPIPE Subscription Agreements”), and consummate the purchases contemplated by the PIPE Subscription Agreements on the terms and subject to the conditions set forth in either casethe PIPE Subscription Agreements, on terms mutually agreeable (ii) satisfy all conditions to Acquiror the PIPE Financing set forth in the PIPE Subscription Agreements that are within their control and (iii) satisfy and comply with their respective obligations under the PIPE Subscription Agreements. SPAC and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shalleach use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause their its respective Representatives to, cooperate with each the other Parties and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate matters specified in any investor meetings and roadshows as this Section 5.18. If reasonably requested by Acquiror). In connection with a the Company, or SPAC, as applicable, the other Party shall, to the extent it has such rights under any PIPE InvestmentSubscription Agreement, waive any breach of any representation, warranty, covenant or agreement of such PIPE Subscription Agreement by the applicable PIPE Investor to the extent necessary to address cause the treatment satisfaction of the conditions to closing of the PIPE Securities underlying such Financing set forth in the PIPE Investment hereunder, Acquiror Subscription Agreements and solely for the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securitiespurpose of consummating the Closing. (b) Acquiror Unless otherwise consented in writing by each of the Company and SPAC, NewPubco or SPAC shall not reduce amend, modify or waive any provisions of any PIPE Subscription Agreements without the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide prior written consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription AgreementsCompany; provided that 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, shall not require the prior written consent of the Company, so long as SPAC or NewPubco has provided to the Company no less than any assignment or transfer contemplated therein or expressly permitted thereby five (without any further 5) Business Days’ prior written notice of such amendment, modification or waiver (including the form thereof), 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 such assignment or transfer provision); provided, that, in reduce the case of any such assignment or transfer, the initial party to such 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 amount of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for Financing available under any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its 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 any PIPE Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunderAgreement, (ii) confer with imposes new or additional conditions or otherwise expands, amends or modifies any of the Company regarding timing for delivery conditions to the receipt of any closing notice pursuant to such Subscription Agreement, and the PIPE Financing or (iii) enforce its rights under such Subscription Agreement in prevents, impedes or delays or is expected to prevent, impede or delay the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, consummation of the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Transactions. Without limiting the generality of the foregoing, Acquiror the Company, SPAC or NewPubco, as applicable, shall each give the Company other Parties prompt written notice: (iA) 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 Subscription Agreement Agreements known to Acquirorthe Company, SPAC or NewPubco, as applicable; (iiB) of the receipt of any written notice or other written communication from any party to any Subscription Agreement PIPE Investors by the Company, SPAC or NewPubco, as applicable, 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 Subscription Agreement or any provisions of any PIPE Subscription Agreement; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (ivC) if Acquiror does the Company, SPAC or NewPubco, as applicable, do not expect NewPubco to receive receive, all or any portion of financing the PIPE Financing proceeds on the terms, in the manner or from the applicable one or more PIPE Investors as contemplated by the Subscription AgreementsInvestors.

Appears in 1 contract

Samples: Business Combination Agreement (Israel Acquisitions Corp)

PIPE Investment. (a) Following The Parties shall diligently use all reasonable best efforts to obtain the Original Agreement Date PIPE Investment and until consummate the date of transactions contemplated by the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement related thereto to be consummated immediately prior to entered into between Parent and the consummation of investors participating in the Business Combination PIPE Investment (the “PIPESubscription Agreement(s)), in either case, ) on the terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith described therein. (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shallb) The Parties agree, and shall cause their respective Representatives toofficers and employees, to diligently use all reasonable best efforts to cooperate with each other and their respective Representatives one another in connection with (x) the arrangement and consummation of any PIPE Investment, and (y) the marketing of the such PIPE Investment transaction, including by (i) upon the request of Parent with reasonable prior notice, participating in meetings, calls, drafting sessions, presentations, and use their respective commercially reasonable efforts to cause such PIPE Investment to occur due diligence sessions (including having accounting due diligence sessions) and sessions with prospective investors at mutually agreeable times and locations and upon reasonable advance notice (including the Company’s senior management participate participation in any investor meetings relevant “roadshow”), (ii) assisting Parent with the preparation of customary materials, (iii) providing the financial statements and roadshows such other financial information as is reasonably requested by Acquiror). In Parent in connection with a therewith, subject to confidentiality obligations reasonably acceptable to the Parties, (iv) taking all corporate actions that would be necessary or customary for Parent to obtain the PIPE Investment, and (v) otherwise reasonably cooperating to the extent necessary permit Parent to address the treatment of obtain the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on AcquirorInvestment. (c) Acquiror Further, the Parties shall diligently use its their respective commercially reasonable best efforts to take, or cause to be taken, any and all actions and do, or cause to be done, all things that would be reasonably necessary, proper or advisable to consummate the transactions contemplated by any Subscription Agreement to which it is a party Agreements, if any are entered into, on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and efforts to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror it in any such Subscription Agreement Agreements and otherwise comply with its obligations thereunder, thereunder and (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce assist Parent in enforcing its rights under such the Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company or any of their respective Affiliates control the satisfaction of Agreements and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable investors in the PIPE Investor Investment to pay to (or as directed by) Acquiror contribute the consideration applicable portion of the PIPE Investment set forth in any such Subscription Agreement Agreements. Parent and consummate the transactions contemplated by such Subscription Agreement at or prior Company acknowledge and agree that, notwithstanding anything to Closingthe contrary in this Agreement, in accordance with its terms. (d) Without limiting but without prejudice to the generality provisions of Section 7.01(j), the Closing is not contingent on the consummation of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription AgreementsInvestment.

Appears in 1 contract

Samples: Merger Agreement (Flag Ship Acquisition Corp)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement Acquiror has delivered to the stockholders Company true, correct and complete copies of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock each of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of $100,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, provided further thatwith respect to each PIPE Investor, the Subscription Agreement with such PIPE Investment Amount shall be increased Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect (other than as has been consented to account for any fees paid in writing by the Company and Holdings), and no withdrawal, termination, amendment or modification is contemplated by Acquiror as of the date hereof. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of Acquiror’s or, to the knowledge of Acquiror, any other Person’s obligations under any such Subscription Agreement violates any Laws. The Subscription Agreements provide that Holdings and the Company are third party beneficiaries of and entitled to enforce the applicable provisions specified therein. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor relating to any Subscription Agreement that would, individually or in connection with the negotiationaggregate, execution and/or consummation reasonably be expected to affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount. In connection with Acquiror seeking a Amount set forth in the Subscription Agreement of such PIPE InvestmentInvestors, and, as of the date hereof, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts does not know of any facts or circumstances that would reasonably be expected to cause such PIPE Investment to occur (including having the Company’s senior management participate result in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunderconditions set forth in any Subscription Agreement not being satisfied, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreementnot being available to Acquiror, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the Closing Date. No event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 would constitute a default or breach on the part of Acquiror under any breach material term or default) by any party to condition of any Subscription Agreement known to Acquiror; (ii) and, as of the receipt date hereof, Acquiror 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 any written notice or other written communication from any party closing to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation be satisfied by any party to any Subscription Agreement or any provisions of it contained in any Subscription Agreement; (iii) of any amendment, waiver or modification to any . The Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent Agreements contain all of the Company conditions precedent (other than the conditions contained in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery the other Transaction Agreements) to the obligations of such notice and (iv) if the PIPE Investors to contribute to Acquiror does not expect to receive all or any the applicable portion of financing proceeds the PIPE Investment Amount set forth in the Subscription Agreements on the terms, terms therein. (b) Except as set forth in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements, no fees, consideration or other discounts are payable or have been agreed by Acquiror or any of its Subsidiaries (including, from and after the Closing, the Company and its Subsidiaries) to any PIPE Investor in respect of its PIPE Investment.

Appears in 1 contract

Samples: Merger Agreement (Genesis Park Acquisition Corp.)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement Without limiting anything to the stockholders of Acquiror may contrary contained herein, during the Interim Period, Purchaser shall use reasonable commercial efforts to enter into and consummate subscription agreements (each, each a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain investors (each a “PIPE Investor” and collectively, the “PIPE Investors”) relating to an a private equity investment in convertible preferred stock Purchaser to purchase shares of Acquiror (“PIPE Securities”) pursuant to Purchaser in connection with a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”)placement, or enter into backstop arrangements with potential investors, in either case, case on terms mutually agreeable to Acquiror and the Company and Purchaser, acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror Purchaser and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable commercial efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by AcquirorPurchaser). In connection with a PIPE InvestmentIf the Purchaser elects to seek such additional Subscription Agreements, the Purchaser shall use its reasonable commercial efforts to satisfy the extent necessary to address the treatment conditions of the PIPE Securities underlying such PIPE Investment hereunderInvestors’ closing obligations contained in the Subscription Agreements and consummate the transactions contemplated thereby. The Purchaser shall not terminate, Acquiror and the Company shall negotiate in good faith to or amend or otherwise modify this Agreement waive in any manner materially adverse to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under Purchaser, any Subscription Agreement or reduce or impair without the rights of Acquiror under any Subscription Agreement, permit any amendment or modification Company’s prior written Consent (not to be made tounreasonably withheld, any waiver (in whole delayed or in part) of, or provide consent to modify (including consent to terminateconditioned), any provision or remedy under, or any replacements of, any other than (i) as expressly provided for by the terms of the Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription Agreements. Each of the Purchaser and, 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); provided, that, in the case of any such assignment or transferas applicable, the initial party Company, shall, and shall cause its Affiliates to, use reasonable commercial efforts to such avoid being in breach or default under the Subscription Agreement remains bound by its obligations Agreements. Additionally, during the Interim Period, the Purchaser may, but shall not be required to, enter into and consummate additional Subscription Agreements with respect thereto additional PIPE Investors, including in the event that the transferee there is an actual or assignee, as applicable, does not comply with its obligations to consummate the purchase of the threatened material breach or default by a PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to takeInvestor under a Subscription Agreement, or cause to be taken, all actions and do, the Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or cause to be done, all things necessary, proper or advisable able to consummate the transactions contemplated by any Subscription Agreement to which it is a party on thereby upon the terms and satisfaction of the conditions described therein, including maintaining in effect of such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its PIPE Investor’s closing obligations thereunder, which additional Subscription Agreements shall become part of the PIPE Investment hereunder; provided, that the terms of such additional Subscription Agreements shall not, without the Company’s prior written Consent (ii) confer with not to be unreasonably withheld, delayed or conditioned), be materially worse to the Purchaser or the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in existing Subscription Agreements. If the Purchaser elects to seek such additional Subscription Agreement Agreements (with, solely with respect to any additional Subscription Agreements containing terms that are substantially different from the terms of Subscription Agreements then in effect, the Company’s prior written Consent, not to be unreasonably withheld, delayed or conditioned), the Purchaser and consummate the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such additional Subscription Agreements and use their respective reasonable commercial efforts to cause such additional Subscription Agreements to be executed and the transactions contemplated thereby to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by such the Purchaser). The Purchaser will deliver to the Company true, correct and complete copies of each executed Subscription Agreement at or prior entered into by the Purchaser and any other Contracts between the Purchaser and PIPE Investors that could affect the obligation of such PIPE Investors to Closingcontribute to the Purchaser their applicable portion of the aggregate gross proceeds of the PIPE Investment as set forth in the Subscription Agreement of such PIPE Investor. As of the Signing Date and on the Closing Date, each such executed Subscription Agreement is in full force and effect and is a legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms. (d) Without limiting , subject to applicable Enforceability Exceptions. The Purchaser Securities to be issued in connection with the generality PIPE Investment will be, when issued, duly authorized and, when issued and delivered to the PIPE Investors against full payment therefor in accordance with the terms of each Subscription Agreement, such shares will be validly issued, fully paid and non-assessable. There are no other Contracts between Purchaser and any PIPE Investor relating to any such Subscription Agreement and, as of the foregoingSigning Date and on the Closing Date, Acquiror shall give the Company prompt written notice: (i) Purchaser does not have actual knowledge of any breach facts or default (or circumstances that would reasonably be expected to result in any of the conditions set forth in any such Subscription Agreement not being satisfied on the Closing Date. 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 Purchaser under any material term or condition of any such Subscription Agreement and, as of the Signing Date and on the Closing Date, Purchaser does not have 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 such Subscription Agreement on the Closing Date. No fees, cash consideration or other discounts are payable or have been agreed to be paid by Purchaser (including, from and after the Closing, the Company and its Subsidiaries) to any breach or default) by PIPE Investor in respect of its PIPE Investment, except as set forth in the Subscription Agreements. The Company shall not enter into any party to any Subscription Agreement known to Acquiror; (ii) of Contract with a PIPE Investor during the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make Interim Period without the prior written consent Consent of the Company in accordance with this Section 8.04(d)Purchaser, it being understood that such amendmentnot to be unreasonably withheld, waiver delayed or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreementsconditioned.

Appears in 1 contract

Samples: Merger Agreement (OceanTech Acquisitions I Corp.)

PIPE Investment. (a) Following the Original Agreement Date and until the date . Each of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror SPAC and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shalluse its, and shall cause their respective Representatives toits Affiliates to use their, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to take, or cause to be taken, all actions and dodo promptly, or cause to be done, all things necessary, proper or advisable to obtain executed subscription agreements (“Subscription Agreements”), which shall have terms, and be in a form, reasonably acceptable to SPAC and the Company, from third party investors (such investors, collectively, with any permitted assignees or transferees, the “PIPE Investors”), pursuant to which the PIPE Investors make or commit to make private equity investments in the Company to purchase Company Shares in a private placement, and/or enter into non-redemption, backstop or other alternative financing arrangements with potential investors (a “PIPE Investment”). From the date hereof until the Closing Date, SPAC and the Company shall, and shall cause their respective financial advisors and legal counsels to, keep each other and their respective financial advisors and legal counsels reasonably informed with respect to any PIPE Investment. The Company and SPAC shall reasonably cooperate with each other and provide reasonable assistance and information as reasonably requested by the other in connection with any PIPE Investment. The Company shall not enter into a Subscription Agreement or consummate a PIPE Investment without the transactions contemplated by prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed) and, if such consent is given, the PIPE Investment shall only be consummated on terms reasonably satisfactory to SPAC. Each of SPAC and the Company shall use its commercially reasonable efforts to cause such PIPE Investments to occur, including using its, and causing its Affiliates to use their, commercially reasonable efforts to enforce its or their rights under any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, Agreements to cause the applicable PIPE Investor Investors to pay to (or as directed by) Acquiror the consideration set forth in such Company the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting . Neither SPAC nor the generality of the foregoingCompany, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d)other, it being understood that such shall permit or consent to any amendment, waiver supplement or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion waiver (in whole or in part) of financing proceeds on the termsany provision or remedy under, in the manner or from the applicable PIPE Investors as contemplated by the any replacements of, any Subscription AgreementsAgreement.

Appears in 1 contract

Samples: Business Combination Agreement (Athena Technology Acquisition Corp. II)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror SPAC and the Company acting reasonably shall use commercially reasonable efforts to obtain the PIPE Investment from investors mutually agreed upon between SPAC and the Company on terms and in good faith (a “PIPE Investment”), provided that, unless otherwise amounts reasonably agreed upon by Acquiror SPAC and the Company. SPAC, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shallMultiplAI agree, and shall cause their respective Representatives tothe appropriate officers and employees thereof, to use reasonable best efforts to cooperate with each other and their respective Representatives in connection with (i) the arrangement of any PIPE Investment, and (ii) the marketing of the Transactions in the public markets, including by (A) upon reasonable prior notice, participating in meetings, calls, drafting sessions, presentations, and due diligence sessions (including accounting due diligence sessions) and sessions with prospective investors at mutually agreeable times and locations and upon reasonable advance notice (including the participation in any relevant “roadshow”), (B) assisting with the preparation of customary materials, (C) providing the financial statements and such other financial information regarding the Company and MultiplAI as is reasonably requested in connection therewith, subject to confidentiality obligations reasonably acceptable to the Company and MultiplAI, (D) taking all corporate actions that are necessary or customary to obtain the PIPE Investment and use their respective commercially reasonable market the Transactions, and (E) otherwise reasonably cooperating in the efforts to cause such obtain the PIPE Investment to occur (including having and market the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE SecuritiesTransactions. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations with respect thereto in In the event that SPAC and the transferee or assigneeCompany obtain any PIPE Investment, as applicable, does not comply with its obligations to consummate the purchase of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror each shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its their obligations thereunderunder the PIPE Subscription Agreements, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such the PIPE Subscription Agreement Agreements have been satisfied (other than conditions that Acquiror, the Company or any of their respective Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at Closing), consummate the transactions contemplated by the PIPE Subscription Agreements at or prior to Closing; and (iii) enforce their rights under the PIPE Subscription Agreements in the event that all conditions in the PIPE Subscription Agreements have been satisfiedsatisfied (other than conditions that by their nature are to be satisfied at Closing), to cause the applicable PIPE Investor to pay contribute to (or as directed by) Acquiror the consideration Company the applicable portion of the PIPE Investment set forth in such Subscription Agreement and consummate the transactions contemplated by such applicable PIPE Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting . SPAC and the generality of the foregoing, Acquiror Company shall give the Company each other prompt written notice: notice upon (i) becoming aware 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 of the PIPE Subscription Agreement known to Acquiror; Agreements or any termination (or purported termination) of any of the PIPE Subscription Agreements, (ii) of the receipt of any written notice or other written communication from any party to any PIPE Subscription Agreement with respect to any actual, potential, threatened potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any PIPE Subscription Agreement or any provisions of any PIPE Subscription Agreement; Agreement and (iii) of any amendment, waiver if SPAC or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect the Company to receive all or any portion of financing proceeds the PIPE Investment on the terms, in the manner or from the applicable PIPE Investors as sources contemplated by the PIPE Subscription Agreements. SPAC and the Company shall not permit, without each other the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements of, the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Business Combination Agreement (APx Acquisition Corp. I)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment Unless otherwise approved in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed writing by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements neither Parent nor its Affiliates shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminatetermination), of any provision or remedy under, or any replacements of, any of the Subscription Agreements, Agreements in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver a manner materially adverse to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval Company. Parent shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to take, or cause to be taken, all commercially reasonable actions and do, or cause to be done, all commercially reasonable things necessary, proper or advisable to consummate the transactions contemplated by any the Subscription Agreement to which it is a party Agreements on the terms and conditions described therein, including maintaining in effect such the Subscription Agreement Agreements and to use using its commercially reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror Parent in such the Subscription Agreement Agreements and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions to the investor’s obligation to fund in such the Subscription Agreement Agreements (other than conditions that Acquiror, the Company Parent or any of its Affiliates exclusively control the satisfaction of and other than those conditions that by their respective nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; (iii) deliver any required notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them, in the event that all conditions to the investor’s obligation to fund in the Subscription Agreements are satisfied (other than those conditions that by their nature are to be satisfied at the Closing), to fund their obligations at or prior to or concurrently with the Closing; and (iv) without limiting the Company’s rights to enforce such Subscription Agreements pursuant to Section 11.6, 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 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 PIPE Investor Investors to pay to (or as directed by) Acquiror Parent the consideration applicable portion of the PIPE Investment Amount, as applicable, set forth in such the Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, Agreements in accordance with its their terms. (db) Without limiting the generality of the foregoing, Acquiror Parent shall give the Company prompt written notice: (i) of any material amendment to any Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (ii) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could would be reasonably likely to give rise to any material breach or default) by any party to any Subscription Agreement known to Acquiror; Parent; (iiiii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any Subscription Agreement or any material provisions of any Subscription Agreement; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice Agreement; and (iv) if Acquiror Parent does not expect to receive all or any portion of financing proceeds the PIPE Investment Amount on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements. Parent shall deliver all notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause, in the event that all conditions to the investor’s obligation to fund in the Subscription Agreements are satisfied (other than those conditions that by their nature are to be satisfied at the Closing), the PIPE Investors to consummate the PIPE Investment concurrently with the Closing and shall take all actions required under any Subscription Agreements with respect to the timely issuance and delivery of any physical certificates evidencing the shares of Parent Class A Common Stock as and when required under any such Subscription Agreements. (c) In the event any portion of the PIPE Investment becomes unavailable on the terms 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 aggregate, than those contained in the Subscription Agreements (“Alternative Financing”) from alternative sources (the “Alternative Financing Source”) equal to such portion of the PIPE Investment that becomes unavailable. If and to the extent a definitive subscription agreement is entered into with respect to Alternative Financing, and subject to the terms and conditions of this Agreement, Section 7.21(a) and Section 7.21(b) shall apply to such Alternative Financing mutatis mutandis.

Appears in 1 contract

Samples: Merger Agreement (Stable Road Acquisition Corp.)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement Without limiting anything to the stockholders of Acquiror may contrary contained herein, during the Interim Period, Purchaser shall use its reasonable commercial efforts to enter into subscription agreements (each, a “and consummate Subscription Agreement”) Agreements with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement equity investment in Purchaser to be consummated immediately prior to the consummation purchase at least 3,000,000 shares of the Business Combination Purchaser Common Stock at a purchase price of ten dollars (the “PIPE”)$10.00) per share, for an aggregate purchase price of at least $30,000,000 in connection with a private placement, and/or enter into backstop arrangements with potential investors, in either case, case on terms mutually agreeable to Acquiror and the Company and Purchaser, acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror Purchaser and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by AcquirorPurchaser). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror The Purchaser shall use its reasonable best efforts to takesatisfy the conditions of the PIPE Investors’ closing obligations contained in the Subscription Agreements and consummate the transactions contemplated thereby. The Purchaser shall not terminate, or cause amend or waive in any manner materially adverse to the Purchaser, any Subscription Agreement without the Company’s prior written consent (not to be takenunreasonably withheld, all actions delayed or conditioned), other than (i) as expressly provided for by the terms of the Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription Agreements. Each of the Purchaser and, as applicable, the Company, shall, and doshall cause its Affiliates to, use commercially reasonable efforts to avoid being in breach or default under the Subscription Agreements. Additionally, during the Interim Period, the Purchaser may, but shall not be required to, enter into and consummate additional Subscription Agreements with additional PIPE Investors, including in the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or cause to be done, all things necessary, proper the Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or advisable able to consummate the transactions contemplated by any Subscription Agreement to which it is a party on thereby upon the terms and satisfaction of the conditions described therein, including maintaining in effect of such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its PIPE Investor’s closing obligations thereunder, which additional Subscription Agreements shall become part of the PIPE Investment hereunder; provided, that the terms of such additional Subscription Agreements shall not, without the Company’s prior written consent (ii) confer with not to be unreasonably withheld, delayed or conditioned), be on materially less favorable terms to the Purchaser or the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in existing Subscription Agreements. If the Purchaser elects to seek such additional Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to ClosingAgreements (with, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement solely with respect to any actualadditional Subscription Agreements containing terms that are substantially different from the terms of Subscription Agreements then in effect, potentialthe Company’s prior written consent, threatened not to be unreasonably withheld, delayed or claimed expirationconditioned), lapsethe Purchaser and the Company shall, withdrawaland shall cause their respective Representatives to, breachcooperate with each other and their respective Representatives in connection with such additional Subscription Agreements and use their respective reasonable efforts to cause such additional Subscription Agreements to be executed and the transactions contemplated thereby to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Purchaser). The Purchaser will deliver to the Company true, default, termination or repudiation by any party to any Subscription Agreement or any provisions correct and complete copies of any Subscription Agreement; (iii) of any amendment, waiver or modification to any each Subscription Agreement entered into by Acquiror the Purchaser and any other Contracts between the Purchaser and PIPE Investors that could affect the obligation of such Party was permitted PIPE Investors to make contribute to the Purchaser their applicable portion of the aggregate gross proceeds of the PIPE Investment as set forth in the Subscription Agreement of such PIPE Investor. The Company shall not enter into any Contract with a PIPE Investor during the Interim Period without the prior written consent of the Company in accordance with this Section 8.04(d)Purchaser, it being understood that such amendmentnot to be unreasonably withheld, waiver delayed or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreementsconditioned.

Appears in 1 contract

Samples: Merger Agreement (Data Knights Acquisition Corp.)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements SPAC shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) oftake, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to take, or 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 obtain the PIPE Investment and consummate the transactions contemplated by any the Subscription Agreement to which it is a party Agreements on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and using its commercially reasonable efforts to use its reasonable best efforts to: (ix) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunderunder the Subscription Agreements, (iiy) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such the Subscription Agreement Agreements have been satisfied (other than conditions that Acquiror, the Company or any of their respective Affiliates control SPAC controls the satisfaction of and other than those conditions that by their nature are to be satisfied at Closing), consummate the transactions contemplated by the Subscription Agreements at or prior to Closing; and (z) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements have been satisfiedsatisfied (other than conditions that SPAC controls the satisfaction of and other than those conditions that by their nature are to be satisfied at Closing), to cause the applicable PIPE Investor to pay contribute to (or as directed by) Acquiror SPAC the consideration applicable portion of the PIPE Investment Amount set forth in such Subscription Agreement and consummate the transactions contemplated by such applicable Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror . SPAC shall give the Company prompt written notice: notice upon (i) becoming aware 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 of the Subscription Agreement known to Acquiror; Agreements or any termination (or purported termination) of any of the Subscription Agreements, (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; Agreement and (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror SPAC does not expect to receive all or any portion of financing proceeds the PIPE Investment Amount on the terms, in the manner or from the applicable PIPE Investors as sources contemplated by the Subscription Agreements. SPAC shall not permit, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements of, the Subscription Agreements. (b) Each ZB Company agrees, and shall cause the appropriate officers and employees thereof, to use commercially reasonable efforts to cooperate in connection with (x) the arrangement of any PIPE Investment, and (y) the marketing of the transactions contemplated by this Agreement and the Ancillary Agreements in the public markets and with existing equityholders of SPAC (including in the case of clauses (x) with respect to the satisfaction of the relevant conditions precedent), in each case as may be reasonably requested by SPAC, including by (i) upon reasonable prior notice, participating in meetings, calls, drafting sessions, presentations, and due diligence sessions (including accounting due diligence sessions) and sessions with prospective investors at mutually agreeable times and locations and upon reasonable advance notice (including the participation in any relevant “roadshow”), (ii) assisting with the preparation of customary materials, (iii) providing the financial statements and such other financial information regarding the Company as is reasonably requested in connection therewith, subject to confidentiality obligations reasonably acceptable to the Company, (iv) taking all corporate actions that are necessary or customary to obtain the PIPE Investment and market the transactions contemplated by this Agreement, and (v) otherwise reasonably cooperating in SPAC’s efforts to obtain the PIPE Investment and market the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Business Combination Agreement (JATT Acquisition Corp)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror Altimar shall use its 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 any the Subscription Agreement to which it is a party Agreements on the terms and conditions described therein, including maintaining in effect such the Subscription Agreement Agreements and to use its reasonable best efforts to: (ia) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such the Subscription Agreement Agreements and otherwise comply with its obligations thereunder, ; (iib) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such the Subscription Agreement Agreements (other than conditions that Acquiror, the Company Altimar 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, as applicable, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; (c) confer with Fathom regarding the timing of the Closing Date (as defined in the Subscription Agreements); (d) deliver closing notices to the respective counterparties to the Subscription Agreements at least six (6) Business Days prior to the expected Closing to cause them to fund their obligations at least two (2) Business Days prior to the date that the Closing is expected to occur hereunder and (e) without limiting Fathom’s enforcement thereunder or pursuant Section 13.13, enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Altimar 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 PIPE Investor investors to pay to (or as directed by) Acquiror Altimar the consideration applicable portion of the PIPE Investment Amount set forth in such the PIPE Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to ClosingAgreements, in each case, in accordance with its their respective terms. (d) . Without limiting the generality of the foregoing, Acquiror Altimar shall give the Company Fathom, prompt written notice: (i) prior to any amendment to any Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (ii) 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 the counterparty to any PIPE Subscription Agreement known to AcquirorAltimar; (iiiii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, actual or threatened (in writing) or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by of any party to any PIPE Subscription Agreement or any provisions of any Subscription Agreementsuch agreements; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror Altimar does not expect to receive all or any portion of financing proceeds the PIPE Investment Amount on the terms, in the manner or from the applicable PIPE Investors as persons contemplated by the applicable agreements. Altimar shall deliver all notices it is required to deliver under the Subscription AgreementsAgreements on a timely basis in order to cause the applicable investors to consummate the transactions contemplated thereunder concurrently with the Closing and shall use reasonable best efforts to take all actions required under any Subscription Agreements with respect to the timely issuance and delivery of evidence of the issuance of the Class A Common Stock in book entry form.

Appears in 1 contract

Samples: Business Combination Agreement (Altimar Acquisition Corp. II)

PIPE Investment. Prior to the earlier of the Closing and the termination of this Agreement in accordance with its terms: (a) Following TopCo, the Original Agreement Date Company and until the date SPAC shall use their reasonable best efforts to cooperate, negotiate and agree upon a form of the mailing of the Proxy Statement PIPE Subscription Agreement to the stockholders of Acquiror may enter into subscription agreements (each, which one or more PIPE Investors will become a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company party thereto in connection with the negotiationPIPE Financing. The form of PIPE Subscription Agreement may include customary resale registration rights, execution and/or consummation as may be reasonably requested by the PIPE Investors. (b) TopCo, the Company and SPAC shall use their commercially reasonable efforts to (i) obtain the PIPE Financing, enforce the obligations of the PIPE Investment AmountInvestors under the PIPE Subscription Agreements, and consummate the purchases contemplated by the PIPE Subscription Agreements on the terms and subject to the conditions set forth in the PIPE Subscription Agreements, (ii) satisfy all conditions to the PIPE Financing set forth in the PIPE Subscription Agreements that are within their control and (iii) satisfy and comply with their respective obligations under the PIPE Subscription Agreements. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shallTopCo shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause their its respective Representatives to, cooperate with each other the Company and SPAC and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate matters specified in any investor meetings and roadshows as this Section 8.10(b). If reasonably requested by Acquiror). In connection with a the Company or SPAC, TopCo shall, to the extent it has such rights under any PIPE InvestmentSubscription Agreement, waive any breach of any representation, warranty, covenant or agreement of such PIPE Subscription Agreement by the applicable PIPE Investor to the extent necessary to address cause the treatment satisfaction of the conditions to closing of the PIPE Securities underlying Financing set forth in the PIPE Subscription Agreements and solely for the purpose of consummating the Closing, provided that (A) any such waiver may be subject to, and conditioned upon, the Closing occurring and the substantially concurrent funding of the PIPE Financing, (B) subject to, and conditioned upon, the Closing occurring and the substantially concurrent funding of the PIPE Financing, the Company or SPAC, as applicable, also waives any such breach to the extent the Company is a third-party beneficiary of the provision that was so breached and (C) any such waiver shall be subject to the rights of the placement agent, as applicable, under such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith Subscription Agreement with respect to amend or otherwise modify this Agreement to reflect such PIPE Securitieswaiver. (bc) Acquiror TopCo shall not reduce the amend, modify or waive any provisions of any PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair without the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide prior written consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription AgreementsCompany and SPAC; provided that 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, shall not require the prior written consent of the Company or SPAC, so long as TopCo has provided to the Company and SPAC no less than any assignment or transfer contemplated therein or expressly permitted thereby two (without any further 2) Business Days’ prior written notice of such amendment, modification or waiver (including the form thereof), 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 such assignment or transfer provision); provided, that, in reduce the case of any such assignment or transfer, the initial party to such 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 amount of the PIPE Securities Financing available under any PIPE Subscription Agreement, (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the PIPE Financing or (iii) prevents, impedes or delays or is expected to prevent, impede or delay the consummation of the Transactions. (d) TopCo shall (i) promptly notify the Company and SPAC upon having knowledge of any material breach or default under, or termination of, any PIPE Subscription Agreement (including any refusal or repudiation by any PIPE Investor with respect to its obligation and/or ability to provide the full financing contemplated thereby, unless otherwise approved in writing by the applicable PIPE Subscription Agreement), (ii) at least 24 hours prior to delivering any written notice (or any other Party material notice) to a PIPE Investor with respect to any PIPE Subscription Agreement, deliver such notice to the Company and SPAC for their prior review and consent (which approval consent shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights promptly, and in any event, within two (2) Business Days following the Company’s or SPAC’s reasonable request, deliver the Closing Notice (as such term (or similar term) will be defined in the PIPE Subscription Agreement) to the PIPE Investors if conditions to the delivery of such notice under such the PIPE Subscription Agreement have been satisfied or waived in accordance with the event that terms hereof and thereof and all of the conditions to the Closing set forth in such Subscription Agreement Article IX have been satisfied or waived (other than conditions that Acquiror, the Company or any of their respective Affiliates control the satisfaction of and other than those conditions that that, by their nature nature, are to be satisfied at the Closing, but that would, as of such date, reasonably be expected to be satisfied if the Closing were to occur). (e) have been satisfied, In the event that any portion of the proceeds contemplated to cause be received by TopCo upon the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate consummation of the transactions contemplated by such the PIPE Subscription Agreement at or prior to ClosingAgreements become unavailable on the terms and conditions contemplated in each PIPE Subscription Agreement, in accordance with its terms. (d) Without limiting the generality regardless of the foregoingreason therefor, Acquiror shall give and such unavailable proceeds are required to fund the Transactions on the Closing Date in order to satisfy Section 9.3(c), TopCo, the Company prompt written notice: and SPAC will (i) as promptly as practicable following the occurrence of such event, use its commercially reasonable efforts to obtain alternative financing (the “Alternative Financing”) (in an amount sufficient, when taken together with any breach or default (or any event or circumstance thatthen-available proceeds contemplated by the PIPE Subscription Agreements and Available Cash of SPAC, with or without notice, lapse of time or both, could give rise to any breach or defaultconsummate the Transactions) by any party on terms not less favorable in the aggregate to any TopCo than those contained in each PIPE Subscription Agreement known that the Alternative Financing would replace from the same or other sources and which do not include any incremental conditionality to Acquiror; the consummation of such Alternative Financing that are materially more onerous to TopCo, SPAC and the Company (in each case, in the aggregate) than the conditions set forth in each PIPE Subscription Agreement (as applicable) in effect as of prior to the occurrence of such event and (ii) immediately notify the other parties hereto of such unavailability and the receipt reason therefor; provided that none of TopCo, the Company or SPAC shall enter into any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make Alternative Financing without the prior written consent of the Company other such parties (such consent not to be unreasonably withheld, conditioned or delayed). Upon receiving such notification, the other parties hereto will use their respective commercially reasonable efforts to assist in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreementsobtaining Alternative Financing.

Appears in 1 contract

Samples: Business Combination Agreement (Jupiter Acquisition Corp)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company Buyer shall, and shall cause their respective its Affiliates and Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to take or cause to be taken all actions necessary, proper or advisable (x) to seek 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 the Buyer, from third-party investors (the “PIPE Investors”) pursuant to which the PIPE Investors commit to make private investments in public equity in the form of PubCo Class A Common Stock at a purchase price of $10.00 per share at the Closing (the “PIPE Investment”) in an aggregate amount of at least $95,000,000, and not to exceed $120,000,000, and (y) to cause the PIPE Investors to fund and consummate the PIPE Investment substantially concurrently with the Closing. From the date hereof until the Closing Date, Buyer shall, and shall cause its financial advisors and legal counsel to, keep the Company and its financial advisors and its legal counsel reasonably informed with respect to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback or comments from, the Company, its financial advisors and its legal counsel with respect to such matters, including the negotiation of any subscription agreements for the PIPE Investment. For the avoidance of doubt, raising any amount of PIPE Investment is not a condition to Closing (other than solely to the extent necessary to address satisfy the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate condition set forth in good faith to amend or otherwise modify this Agreement to reflect such PIPE SecuritiesSection 6.3(e)). (b) Acquiror Without the prior written consent of the Company and Sponsor, Buyer shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, or any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), of any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed). Buyer shall, and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall cause its Affiliates and Representatives to, use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by any the Subscription Agreement to which it is a party Agreements on the terms and conditions described set forth therein, including maintaining in effect such the Subscription Agreement Agreements and to use its reasonable best efforts to: (ix) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror Buyer in such the Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, Agreements; and (iiiy) enforce its rights under such Subscription Agreement in the event that all conditions in such the Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) Agreements have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription AgreementsAgreements at, or substantially simultaneously with, the Closing.

Appears in 1 contract

Samples: Equity Purchase Agreement (Yellowstone Acquisition Co)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment Unless otherwise approved in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed writing by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements neither Parent nor its Affiliates shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminatetermination), of any provision or remedy under, or any replacements of, any of the Subscription Agreements, Agreements in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver a manner materially adverse to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval Company. Parent shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to take, or cause to be taken, all commercially reasonable actions and do, or cause to be done, all commercially reasonable things necessary, proper or advisable to consummate the transactions contemplated by any the Subscription Agreement to which it is a party Agreements on the terms and conditions described therein, including maintaining in effect such the Subscription Agreement Agreements and to use using its commercially reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror Parent in such the Subscription Agreement Agreements and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions to the investor’s obligation to fund in such the Subscription Agreement Agreements (other than conditions that Acquiror, the Company Parent or any of its Affiliates exclusively control the satisfaction of and other than those conditions that by their respective nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; (iii) deliver any required notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them, in the event that all conditions to the investor’s obligation to fund in the Subscription Agreements are satisfied (other than those conditions that by their nature are to be satisfied at the Closing), to fund their obligations at or prior to or concurrently with the Closing; and (iv) without limiting the Company’s rights to enforce such Subscription Agreements pursuant to Section 11.6, 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 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 PIPE Investor Investors to pay to (or as directed by) Acquiror Parent the consideration applicable portion of the PIPE Investment Amount, as applicable, set forth in such the Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, Agreements in accordance with its their terms. (db) Without limiting the generality of the foregoing, Acquiror Parent shall give the Company prompt written notice: (i) of any material amendment to any Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (ii) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could would be reasonably likely to give rise to any material breach or default) by any party to any Subscription Agreement known to Acquiror; Parent; (iiiii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any Subscription Agreement or any material provisions of any Subscription Agreement; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice Agreement; and (iv) if Acquiror Parent does not expect to receive all or any portion of financing proceeds the PIPE Investment Amount on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Vector Acquisition Corp)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment Unless otherwise approved in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed writing by Acquiror Holdings and the Company, the aggregate gross proceeds under the Subscription Agreements no Acquiror Party shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminatetermination), of any provision or remedy under, or any replacements of, any of the Subscription AgreementsAgreements in a manner adverse to Holdings, in each case, other than any assignment Acquiror 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 assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Company. Acquiror shall use its 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 any the Subscription Agreement to which it is a party Agreements on the terms and conditions described therein, including maintaining in effect such the Subscription Agreement Agreements and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such the Subscription Agreement Agreements and otherwise comply with its obligations thereunder, ; (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror 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, consummate the transactions contemplated by the Subscription Agreements at or prior to Closing; (iii) confer with the Company regarding timing for delivery of the Expected Closing Date (as defined in the Subscription Agreements); (iv) deliver any closing notice required notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them, in the event that all conditions to the counterparties’ obligations to fund in the Subscription Agreements are satisfied (other than those conditions that by their nature are to be satisfied at Closing), to fund their obligations as far in advance of the Closing as permitted by the Subscription Agreements; and (v) without limiting Holdings’ and the Company’s rights to enforce certain provisions of such Subscription Agreements thereunder or pursuant to such Subscription AgreementSection 13.13, and (iii) enforce its rights under such the Subscription Agreement Agreements in the event that all conditions in such the Subscription Agreement Agreements (other than conditions that Acquiror, the Company Acquiror or any of their respective 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 PIPE Investor Investors to pay to (or as directed by) Acquiror the consideration applicable portion of the PIPE Investment Amount, as applicable, set forth in such the Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, Agreements in accordance with its their terms. (d) . Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (iA) of any amendment to any Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could would reasonably be expected to give rise to any breach or default) by any party to any Subscription Agreement known to Acquiror; (iiC) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (ivD) if Acquiror does not expect to receive all or any portion of financing proceeds the PIPE Investment Amount on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements. Acquiror shall deliver all notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause, in the event that all conditions to the counterparties’ obligations to fund in the Subscription Agreements are satisfied (other than those conditions that by their nature are to be satisfied at Closing), the PIPE Investors to consummate the PIPE Investment concurrently with the Closing and shall take all actions required under any Subscription Agreements with respect to the timely issuance and delivery of any physical certificates evidencing the shares of Acquiror Class A Common Stock as and when required under any such Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Genesis Park Acquisition Corp.)

PIPE Investment. The Acquiror has executed Subscription Agreements between the Acquiror and certain investors (athe “PIPE Investors”), providing for an aggregate investment by the PIPE Investors of Twenty-Four Million Three Hundred Thousand U.S. Dollars ($24,300,000) Following (the Original Agreement Date and until “PIPE Investment Amount”) for the date purchase of the mailing of the Proxy Statement to the stockholders Two Million Four Hundred Thirty Thousand (2,430,000) shares of Acquiror may enter into subscription agreements Common Stock (each, a the Subscription AgreementPIPE Shares”) in connection with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement in the Acquiror to be consummated immediately prior to the consummation of the Business Combination Closing (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror . True and the Company, the aggregate gross proceeds under complete original or signed copies of each of the Subscription Agreements shall have been delivered to Blade on or prior to the date hereof. Each of the Subscription Agreements (a) have been duly authorized, executed and delivered by the Acquiror, (b) are in full force and effect and have not exceed $100,000,000 been withdrawn, terminated or otherwise amended or modified (and no such withdrawal, termination, amendment or modification is contemplated by Acquiror) and (c) constitute a legal, valid and binding obligation of the Acquiror, enforceable against the Acquiror, and, to the knowledge of the Acquiror, the other parties thereto, in accordance with their terms, subject to the Enforceability Exceptions. The Subscription Agreements provide that Blade is a third party beneficiary thereof. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investment Amount”), provided further that, Investor relating to any Subscription Agreement or the purchase by such PIPE Investment Amount shall Investor of securities of Acquiror, that would reasonably be increased expected to account for any fees paid by affect the Company in connection with obligation of the negotiation, execution and/or consummation PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount. In connection Amount set forth in the Subscription Agreements, and, as of the date hereof, subject to the accuracy of each of the representations and warranties made by Blade herein and its compliance with Acquiror seeking a PIPE Investmentthe terms of this Agreement, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts has no knowledge of any facts or circumstances that would reasonably be expected to cause such PIPE Investment to occur (including having the Company’s senior management participate result in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunderconditions set forth in any Subscription Agreements not being satisfied, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreementnot being available to Acquiror, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the Closing Date. No event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 would constitute a default or breach on the part of Acquiror under any breach material term or default) by any party to condition of any Subscription Agreement known to Acquiror; (ii) and, as of the receipt date hereof, Acquiror 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 any written notice or other written communication from any party closing to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation be satisfied by any party to any Subscription Agreement or any provisions of it contained in any Subscription Agreement; . The Subscription Agreements contain all of the conditions precedent (iiiother than the conditions contained in this Agreement and the Transaction Agreements) to the obligations of any amendmentthe PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. No fees, waiver consideration (other than Acquiror Common Stock issued in connection with the PIPE Investment) or modification other discounts are payable or have been agreed by Acquiror (including, from and after the Closing, Blade) to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent PIPE Investor in respect of its portion of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription AgreementsInvestment.

Appears in 1 contract

Samples: Merger Agreement (Biotech Acquisition Co)

PIPE Investment. (a) Following The Purchaser shall use its commercially reasonable efforts to satisfy the Original Agreement Date and until the date conditions of the mailing PIPE Investors’ closing obligations contained in the Subscription Agreements and consummate the transactions contemplated thereby. The Purchaser shall not terminate, or amend or waive in any manner materially adverse to the Purchaser, any Subscription Agreement without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned), other than (i) as expressly provided for by the terms of the Proxy Statement Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the stockholders Subscription Agreements. Each of Acquiror may the Purchaser and, as applicable, the Company, shall, and shall cause its Affiliates to, use commercially reasonable efforts to avoid being in breach or default under the Subscription Agreements. Additionally, during the Interim Period, the Purchaser may, but shall not be required to, enter into subscription agreements (eachand consummate additional Subscription Agreements with additional PIPE Investors, including in the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to , or the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting Purchaser reasonably and believes in good faith (a “that such PIPE Investment”)Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such PIPE Investor’s closing obligations thereunder, provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the which additional Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation become part of the PIPE Investment Amounthereunder; provided, that the terms of such additional Subscription Agreements shall not, without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned), be materially worse to the Purchaser or the Company than those set forth in existing Subscription Agreements. In connection If the Purchaser elects to seek such additional Subscription Agreements (with, solely with Acquiror seeking a PIPE Investmentrespect to any additional Subscription Agreements containing terms that are substantially different from the terms of Subscription Agreements then in effect, Acquiror the Company’s prior written consent, not to be unreasonably withheld, delayed or conditioned), the Purchaser and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment additional Subscription Agreements and use their respective commercially reasonable efforts to cause such PIPE Investment additional Subscription Agreements to be executed and the transactions contemplated thereby to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquirorthe Purchaser). In connection with a PIPE Investment, The Purchaser will deliver to the extent necessary to address the treatment Company true, correct and complete copies of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror the Purchaser and any other Contracts between the Purchaser and PIPE Investors that could affect the obligation of such Party was permitted PIPE Investors to make contribute to the Purchaser their applicable portion of the aggregate gross proceeds of the PIPE Investment as set forth in the Subscription Agreement of such PIPE Investor. The Company shall not enter into any Contract with a PIPE Investor during the Interim Period without the prior written consent of the Company in accordance with this Section 8.04(d)Purchaser, it being understood that such amendmentnot to be unreasonably withheld, waiver delayed or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreementsconditioned.

Appears in 1 contract

Samples: Merger Agreement (Galileo Acquisition Corp.)

PIPE Investment. Prior to the earlier of the Closing and the termination of this Agreement in accordance with its terms: (a) Following the Original Agreement Date The Company and until the date BAC shall use their reasonable best efforts to cooperate, negotiate and agree upon a form of the mailing of the Proxy Statement PIPE Subscription Agreement to the stockholders of Acquiror may enter into subscription agreements (each, which one or more PIPE Investors will become a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company party thereto in connection with the negotiationPIPE Financing. The form of PIPE Subscription Agreement may include customary resale registration rights, execution and/or consummation as may be reasonably requested by the PIPE Investors. (b) The Company and BAC shall use their reasonable best efforts to (i) obtain the PIPE Financing, enforce the obligations of the PIPE Investment AmountInvestors under the PIPE Subscription Agreements, and consummate the purchases contemplated by the PIPE Subscription Agreements on the terms and subject to the conditions set forth in the PIPE Subscription Agreements, (ii) satisfy all conditions to the PIPE Financing set forth in the PIPE Subscription Agreements that are within their control and (iii) satisfy and comply with their respective obligations under the PIPE Subscription Agreements. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shallBAC shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause their its respective Representatives to, cooperate with each other the Company and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate matters specified in any investor meetings and roadshows as this Section 7.16(b). If reasonably requested by Acquiror). In connection with a the Company, BAC shall, to the extent it has such rights under any PIPE InvestmentSubscription Agreement, waive any breach of any representation, warranty, covenant or agreement of such PIPE Subscription Agreement by the applicable PIPE Investor to the extent necessary to address cause the treatment satisfaction of the conditions to closing of the PIPE Securities underlying Financing set forth in the PIPE Subscription Agreements and solely for the purpose of consummating the Closing, provided that (x) any such waiver may be subject to, and conditioned upon, the Closing occurring and the substantially concurrent funding of the PIPE Financing, (y) subject to, and conditioned upon, the Closing occurring and the substantially concurrent funding of the PIPE Financing, the Company or BAC, as applicable, also waives any such breach to the extent the Company is a third-party beneficiary of the provision that was so breached and (z) any such waiver shall be subject to the rights of the placement agent, as applicable, under such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith Subscription Agreement with respect to amend or otherwise modify this Agreement to reflect such PIPE Securitieswaiver. (bc) Acquiror BAC shall not reduce the amend, modify or waive any provisions of any PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair without the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide prior written consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription AgreementsCompany; provided that 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, shall not require the prior written consent of the Company, so long as BAC has provided to the Company no less than any assignment or transfer contemplated therein or expressly permitted thereby two (without any further 2) Business Days’ prior written notice of such amendment, modification or waiver (including the form thereof), 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 such assignment or transfer provision); provided, that, in reduce the case of any such assignment or transfer, the initial party to such 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 amount of the PIPE Securities Financing available under any PIPE Subscription Agreement, (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the PIPE Financing or (iii) prevents, impedes or delays or is expected to prevent, impede or delay the consummation of the Transactions. (d) BAC shall (i) promptly notify the Company upon having knowledge of any material breach or default under, or termination of, any PIPE Subscription Agreement (including any refusal or repudiation by any PIPE Investor with respect to its obligation and/or ability to provide the full financing contemplated thereby, unless otherwise approved in writing by the applicable PIPE Subscription Agreement), (ii) at least 24 hours prior to delivering any written notice (or any other Party material notice) to a PIPE Investor with respect to any PIPE Subscription Agreement, deliver such notice to the Company and BAC for their prior review and consent (which approval consent shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights promptly, and in any event, within two (2) Business Days following the Company’s or BAC’s reasonable request, deliver the Closing Notice (as such term (or similar term) will be defined in the PIPE Subscription Agreement) to the PIPE Investors if conditions to the delivery of such notice under such the PIPE Subscription Agreement have been satisfied or waived in accordance with the event that terms hereof and thereof and all of the conditions to the Closing set forth in such Subscription Agreement Article IX have been satisfied or waived (other than conditions that Acquiror, the Company or any of their respective Affiliates control the satisfaction of and other than those conditions that that, by their nature nature, are to be satisfied at the Closing) have been satisfied, but that would, as of such date, reasonably be expected to cause be satisfied if the applicable PIPE Investor Closing were to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its termsoccur). (de) Without limiting the generality of Notwithstanding the foregoing, Acquiror none of BAC or Merger Sub shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any enter into a PIPE Subscription Agreement or any provisions of any Subscription Agreement; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make consummate a PIPE Investment without the prior written consent of the Company in accordance with this Section 8.04(d(such consent not to be unreasonably withheld, conditioned or delayed), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

Appears in 1 contract

Samples: Business Combination Agreement (Berenson Acquisition Corp. I)

PIPE Investment. (a) Following Parent shall take all actions required to obtain the Original Agreement Date PIPE Investment and until consummate the date of transactions contemplated by the mailing of Subscription Agreements on the Proxy Statement terms described therein, including to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”x) comply with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds its obligations under the Subscription Agreements, and (y) in the event that all conditions in the Subscription Agreements have been satisfied, consummate the transactions contemplated by the Subscription Agreements at or prior to Closing. Parent shall not exceed $100,000,000 permit, without the prior written consent of the Company (the “PIPE Investment Amount”such consent not to be unreasonably withheld, conditioned or delayed), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, or any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), of any provision or remedy under, or any replacements of, any of the Subscription Agreements. (b) The Company agrees, and shall cause the appropriate officers and employees thereof, to use commercially reasonable efforts to cooperate in each caseconnection with (x) the arrangement of any PIPE Investment, other than any assignment or transfer and (y) the marketing of the transactions contemplated therein or expressly permitted thereby by this Agreement and the Ancillary Agreements in the public markets and with existing equityholders of Parent (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, including in the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations clauses (x) with respect thereto in to the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase satisfaction of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayedrelevant conditions precedent), in each case as may be reasonably requested by Parent, including by (i) upon reasonable prior notice, participating in meetings, calls, drafting sessions, presentations, and except for due diligence sessions (including accounting due diligence sessions) and sessions with prospective investors at mutually agreeable times and locations and upon reasonable advance notice (including the participation in any relevant “roadshow”), (ii) assisting with the preparation of customary materials, (iii) providing the foregoing financial statements and such other financial information regarding the Company as is reasonably requested in connection therewith, subject to confidentiality obligations reasonably acceptable to the Company, (iv) taking all corporate actions that would not increase conditionality are necessary or impose any new obligation on Acquirorcustomary to obtain the PIPE Investment and market the transactions contemplated by this Agreement, and (v) otherwise reasonably cooperating in Parent’s efforts to obtain the PIPE Investment and market the transactions contemplated by this Agreement. (c) Acquiror shall use its reasonable best efforts to takeNotwithstanding the foregoing, 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquirorexcess of $3,500,000 remains in the Trust Account after redemption of the Class A Common Stock in connection with the Business Combination, the Company or any of their respective Affiliates control PIPE Investment shall be reduced by the satisfaction of and other than those conditions that amount by their nature are to be satisfied at which the Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its termsTrust Account exceeds $3,500,000. (d) Without limiting the generality Further, up to $1,000,000 of the foregoing, Acquiror shall give PIPE Investment may be provided upon the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) initial filing of the receipt of any written notice or other written communication from any party to any Subscription Agreement Registration Statement with respect to any actualthe SEC, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without if mutually agreed upon between the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreementsparties.

Appears in 1 contract

Samples: Merger Agreement (Trailblazer Merger Corp I)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement Except to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment extent provided in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid writing by the Company in connection with the negotiation(such consent or approval not to be unreasonably withheld, execution and/or consummation of the PIPE Investment Amount. In connection with delayed or conditioned), no Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and Party shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, or any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), of any provision or remedy under, or any replacements of, any of the Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further where such amendment, modification modification, waiver or waiver replacement shall cause a detriment to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Company. Acquiror 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 any the Subscription Agreement to which it is a party Agreements on the terms and conditions described therein, including maintaining in effect such the Subscription Agreement Agreements and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such the Subscription Agreement Agreements and otherwise comply in all material respects with its obligations thereunder, ; (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror 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, consummate the transactions contemplated by the Subscription Agreements at or prior to Closing; (iii) confer with the Company regarding timing for delivery of any closing notice pursuant the Closing Date (as defined in the Subscription Agreements); (iv) deliver notices to such counterparties to the Subscription Agreement, Agreements at least two (2) Business Days prior to the Closing and no later than four (4) Business Days prior to the Acquiror Stockholders’ Meeting to cause them to fund their obligations no later than one (1) Business Day prior to the date that the Closing is scheduled to occur hereunder and (iiiv) enforce its rights under such the Subscription Agreement Agreements in the event that all conditions in such the Subscription Agreement Agreements (other than conditions that Acquiror, the Company Acquiror or any of their respective 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 PIPE Investor Investors to pay to (or as directed by) Acquiror the consideration applicable portion of the PIPE Investment Amount, as applicable, set forth in such the Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, Agreements in accordance with its their terms. (d) . Without limiting the generality of the foregoing, Acquiror shall give the Company Company, prompt written notice: (iA) of any amendment to any Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any material 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 Subscription Agreement known to Acquiror; and (iiC) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification . Acquiror shall deliver all notices it is required to any deliver under the Subscription Agreement entered into by Acquiror that such Party was permitted Agreements on a timely basis in order to make without cause the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by to consummate the Subscription AgreementsPIPE Investment immediately prior to the Closing.

Appears in 1 contract

Samples: Merger Agreement (Spartacus Acquisition Corp)

PIPE Investment. (a) Following During the Original Agreement Date Interim Period, Acquiror shall use reasonable best efforts to identify and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “obtain commitments from PIPE Investor”) relating to Investors for an investment in convertible preferred stock an aggregate amount of $10,000,000 (“PIPE Investment”) in exchange for a certain number of shares of Acquiror Class A Common Stock (“PIPE Securities”) pursuant to a private placement of the Acquiror, to be consummated concurrently with the Closing but immediately prior to before the consummation Effective Time. In connection with the Merger, each PIPE Investor shall receive one share of PIPE Securities of the Business Combination (Company for each share of PIPE Securities of the “PIPE”), in either case, on Acquiror. The terms of the PIPE Investment shall be mutually agreeable to agreed upon by Acquiror and the Company acting reasonably and set forth in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror subscription or purchase agreements in form and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 substance satisfactory to each of them (the “PIPE Investment AmountAgreements”). Acquiror will prepare the PIPE Agreements, provided further that, such or cause the PIPE Investment Amount Agreements to be prepared. The Company shall be increased to account for any fees paid by the Company reasonably cooperate in connection with the negotiation, execution and/or consummation of obtaining the PIPE Investment Amount. In connection and preparing the PIPE Agreements by, in a timely manner, (i) providing such information and assistance as the Acquiror 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 Acquiror seeking a respect to the PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, thatsubject, in the case of clauses (i) and (ii), to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Company or any such assignment or transferof its Subsidiaries by third parties, the initial party to such Subscription Agreement remains bound by its obligations with respect thereto and except, in the event that case of clauses (i) and (ii), for any information which (x) is prohibited from being disclosed by applicable Law or (y) on the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase advice of legal counsel of the PIPE Securities contemplated thereby, unless otherwise approved Company would result in writing by the loss of attorney-client privilege or other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) privilege from disclosure. Acquiror shall use its reasonable best 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 cause the transactions contemplated by any Subscription Agreement PIPE Investment to which it is a party be consummated on the terms and conditions described thereinset forth in the PIPE Agreements, including maintaining in effect such Subscription Agreement and to use using its reasonable best efforts to: to (i) maintain in full force and effect the PIPE Agreements in accordance with the terms thereof, (ii) satisfy in all material respects on a timely basis all conditions and covenants to obtaining the PIPE Investment set forth in the PIPE Agreements that are applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunderwithin the control of Acquiror, (iiiii) confer cause the investors to fund the PIPE Investment concurrently with the Company regarding timing for delivery of any closing notice pursuant to such Subscription AgreementClosing, (iv) comply on a timely basis with Acquiror’s obligations under the PIPE Agreements, and (iiiv) enforce its Acquiror’s rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (OCA Acquisition Corp.)

PIPE Investment. (a) Following The Company will not terminate or amend the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (eachCommitment Letter without Parent’s consent, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement not to be consummated immediately prior unreasonably withheld, and the Parent shall not terminate or amend its March 11, 2022 engagement letter with B. Xxxxx & Co without the Company’s consent, not to the consummation of the Business Combination be unreasonably withheld. The Company and Parent will each use their commercially reasonable efforts (the “PIPE”but which shall not require a Party to commit or invest its own capital), in either casecooperation with each other and B. Xxxxx & Co., on terms mutually agreeable to Acquiror procure, negotiate and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the enter into as soon as possible Subscription Agreements shall not exceed $100,000,000 from the applicable accredited investors named therein (the “PIPE Investment AmountInvestors”), provided further thatwhether pursuant to the Commitment Letter or such other commitments as the Parties may mutually agree upon, such PIPE Investment Amount shall be increased reasonably acceptable to account each Party, to provide equity financing to the Parent solely for any fees paid by purposes of consummating the Company Transactions in connection with the negotiation, execution and/or consummation aggregate amount of no less than the Minimum PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and Parent shall keep the Company shallpromptly advised of all negotiations, drafts and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such material updates regarding the PIPE Investment and use their respective commercially reasonable efforts the Subscription Agreement and will permit the Company and its advisors to cause assist with all such negotiations. When received by Parent, Parent shall provide to Company true, correct and complete copies of each of such Subscription Agreement. Parent shall not enter with any PIPE Investor any other agreements, side letters, or arrangements between the Parent and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of such PIPE Investment Investor to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, contribute to the extent necessary to address Parent the treatment applicable portion of the Minimum PIPE Securities underlying Investment Amount set forth in the Subscription Agreement of such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE SecuritiesInvestor. (b) Acquiror When the Subscription Agreements have been entered into, unless otherwise approved in writing by the Company, Parent shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminatetermination), of any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party Agreements (which consent or approval shall not be unreasonably withheld, conditioned or delayed), . Parent and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror Company shall use its 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 any the Subscription Agreement to which it is a party Agreements on the terms and conditions described therein, including maintaining in effect such the Subscription Agreement Agreements and to use its reasonable best efforts to: (ia) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror the Parent in such the Subscription Agreement Agreements and otherwise comply with its obligations thereunder; (b) in the event that all conditions in the Subscription Agreements (other than conditions that the 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, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; (iic) confer with the Company regarding timing for delivery of any closing notice pursuant the expected Closing Date (as defined in the Subscription Agreements); (d) deliver notices to counterparties to 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 Subscription Agreements; and (e) without limiting the Company’s rights to enforce certain of such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement Agreements in the event that all conditions in such the Subscription Agreement Agreements (other than conditions that Acquiror, the Company Parent or any of their respective 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 (including by bringing appropriate and timely proceedings in a court of law to enforce the Parent’s rights under the Subscription Agreement) the applicable PIPE Investor Investors to pay to (or as directed by) Acquiror the consideration Parent the applicable portion of the Minimum PIPE Investment Amount, as applicable, set forth in such the Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, Agreements in accordance with its their terms. (d) . Without limiting the generality of the foregoing, Acquiror the Parent shall give the Company Company, prompt written notice: (ia) 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 Subscription Agreement known to Acquirorthe Parent; (iib) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (ivc) if Acquiror the Parent does not expect to receive all or any portion of financing proceeds the Minimum PIPE Investment Amount on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements. The Parent shall deliver all notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause the PIPE Investors to consummate the PIPE Investment concurrently with the Closing and shall take all actions required under any Subscription Agreements with respect to the timely issuance and delivery of any physical certificates evidencing the shares of the Parent Common Stock as and when required under any such Subscription Agreements. The Company shall cooperate with the Parent in the fulfillment of all obligations of the Parent under this Section or under any Subscription Agreement and otherwise necessary or desirable to consummate the PIPE Investment. (c) In connection with the PIPE Investment, the Company and its Affiliates shall not make any untrue statement of material fact or any omit to state a fact necessary to ensure that any statements so made are not misleading to any investor or prospective investor in the PIPE Investment and shall indemnify and hold harmless the Parent and its Affiliates from any loss, liability or expense arising therefrom or otherwise arising from any similar indemnification obligation owed (i) by the Company to any advisor retained by the Company in connection with the PIPE Investment under an engagement agreement or otherwise or (ii) by the Parent under the March 11, 2022 engagement letter with B. Xxxxx & Co. in respect of statements made or information provided by the Company; provided, this indemnity shall not apply to any statements or information (i) the accuracy or non-misleading nature of which the Parent has represented and warranted in this Agreement or (ii) which is provided by Parent in writing specifically to be provided to investors or prospective investors in connection with the PIPE Investment.

Appears in 1 contract

Samples: Merger Agreement (Electro Sensors Inc)

PIPE Investment. (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement Without limiting anything to the stockholders of Acquiror contrary contained herein, during the Interim Period, Purchaser may enter into and consummate subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement equity investment in Purchaser to purchase shares to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”)issued by Purchaser in connection with a private placement, and/or enter into backstop arrangements with potential investors, in either case, case on terms mutually agreeable to Acquiror and the Company and Purchaser, acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror Purchaser and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by AcquirorPurchaser). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, 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 terminate), any provision or remedy under, or any replacements of, any of the 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); provided, that, in the case of any such assignment or transfer, the initial party to such 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 of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror Purchaser shall use its reasonable best efforts to takesatisfy the conditions of the PIPE Investors’ closing obligations contained in the Subscription Agreements and consummate the transactions contemplated thereby. Purchaser shall not terminate, or cause amend or waive in any manner materially adverse to Purchaser, any Subscription Agreement without the Company’s prior written consent (not to be takenunreasonably withheld, all actions delayed or conditioned), other than (i) as expressly provided for by the terms of the Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription Agreements. Each of Purchaser and, as applicable, the Company, shall, and doshall cause its Affiliates to, use commercially reasonable efforts to avoid being in breach or default under the Subscription Agreements. Additionally, during the Interim Period, Purchaser may, but shall not be required to, enter into and consummate additional Subscription Agreements with additional PIPE Investors, including in the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or cause to be done, all things necessary, proper Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or advisable able to consummate the transactions contemplated by any Subscription Agreement to which it is a party on thereby upon the terms and satisfaction of the conditions described therein, including maintaining in effect of such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its PIPE Investor’s closing obligations thereunder, which additional Subscription Agreements shall become part of the PIPE Investment hereunder; provided, that the terms of such additional Subscription Agreements shall not, without the Company’s prior written consent (ii) confer with not to be unreasonably withheld, delayed or conditioned), be materially worse to Purchaser or the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company 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 Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in existing Subscription Agreements. If Purchaser elects to seek such additional Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to ClosingAgreements (with, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) 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 Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement solely with respect to any actualadditional Subscription Agreements containing terms that are substantially different from the terms of Subscription Agreements then in effect, potentialthe Company’s prior written consent, threatened not to be unreasonably withheld, delayed or claimed expirationconditioned), lapsePurchaser and the Company shall, withdrawaland shall cause their respective Representatives to, breachcooperate with each other and their respective Representatives in connection with such additional Subscription Agreements and use their respective reasonable efforts to cause such additional Subscription Agreements to be executed and the transactions contemplated thereby to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser). Purchaser will deliver to the Company true, default, termination or repudiation by any party to any Subscription Agreement or any provisions correct and complete copies of any Subscription Agreement; (iii) of any amendment, waiver or modification to any each Subscription Agreement entered into by Acquiror Purchaser and any other Contracts between Purchaser and PIPE Investors that could affect the obligation of such Party was permitted PIPE Investors to make contribute to Purchaser their applicable portion of the aggregate gross proceeds of the PIPE Investment as set forth in the Subscription Agreement of such PIPE Investor. The Company shall not enter into any Contract with a PIPE Investor during the Interim Period without the prior written consent of the Company in accordance with this Section 8.04(d)Purchaser, it being understood that such amendmentnot to be unreasonably withheld, waiver delayed or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreementsconditioned.

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Samples: Share Purchase Agreement (Energem Corp)