Common use of PIPE Investment Clause in Contracts

PIPE Investment. (a) PubCo has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements (other than the Additional PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution), pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo solely for purposes of consummating the Transactions. With respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified in any material respect, and no withdrawal or termination, amendment or modification in any material respect is contemplated by PubCo. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between any Acquisition Entity and any PIPE Investor relating to any PIPE Subscription Agreement and, as of the date of this Agreement, no Acquisition Entity knows of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount not being made available to PubCo, on the Closing Date consistent with the terms and conditions hereof. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity under any material term or condition of any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent to the obligations of the PIPE Investors to contribute to PubCo the applicable portion of investment amount thereunder on the terms therein. (b) No fees, consideration or other discounts are payable or have been agreed by PubCo or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investment, except as set forth in the PIPE Subscription Agreements.

Appears in 2 contracts

Samples: Business Combination Agreement (Lanvin Group Holdings LTD), Business Combination Agreement (Primavera Capital Acquisition Corp.)

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PIPE Investment. (a) PubCo Acquiror has delivered made available to the Company and SPAC true, correct and complete copies of each the executed Initial Subscription Agreement, dated as of the PIPE Subscription Agreements (other than the Additional PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)date hereof, pursuant to which which, and on the terms and subject to the conditions therein, the Initial PIPE Investors have committed or will commit Investor has agreed to provide equity financing the Initial PIPE Investment to PubCo solely for purposes Acquiror in connection with the transactions contemplated by this Agreement. As of consummating the Transactions. With respect to each PIPE Investordate hereof, the PIPE Initial Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified in any material respect, and no withdrawal or termination, amendment or modification in any material respect is contemplated by PubCo. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo Acquiror, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and each similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The shares and other securities, as applicable, to be issued in connection with the PIPE InvestorInvestment will be, when issued, duly authorized and, when issued and neither delivered to the execution applicable PIPE Investor against full payment therefor in accordance with the terms of the applicable Subscription Agreement, such shares or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement Agreement violates or securities, as applicable, will violate any Lawsbe validly issued, fully paid and non-assessable. There are no other agreements, side letters, or arrangements Contracts between any Acquisition Entity Acquiror and any the Initial PIPE Investor relating to any PIPE the Initial Subscription Agreement and, as of the date of this Agreementhereof, no Acquisition Entity knows Acquiror does not have actual knowledge of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any PIPE the Initial Subscription Agreement not being satisfied, or $10,000,000 (such amount, the relevant investment amount “Minimum PIPE Investment Amount”) not being made available to PubCoAcquiror, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, has constituted or would constitute a default or breach on the part of an Acquisition Entity Acquiror or the applicable PIPE Investor under any material term or condition of any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all Agreement and, as of the conditions precedent date hereof, Acquiror does not have reason to the obligations believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of the PIPE Investors closing to contribute to PubCo the applicable portion of investment amount thereunder on the terms therein. (b) No fees, consideration or other discounts are payable or have been agreed be satisfied by PubCo or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investment, except as set forth it contained in the PIPE Subscription Agreements.

Appears in 2 contracts

Samples: Merger Agreement (Fifth Wall Acquisition Corp. III), Merger Agreement (Mobile Infrastructure Corp)

PIPE Investment. (a) PubCo Tuatara has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements (other than entered into by Tuatara with the Additional applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein, pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo solely for purposes the PIPE Financing. To the knowledge of consummating the Transactions. With Tuatara, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoTuatara. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and Tuatara and, to the knowledge of Tuatara, each PIPE Investor, and neither none of the execution execution, delivery or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement PIPE Subscription Agreement by Tuatara or, to the knowledge of Tuatara, each PIPE Investor, violates or will violate any Laws. There are no other agreements, side letters, or arrangements between any Acquisition Entity Tuatara and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to Tuatara the applicable portion of the PIPE Financing Amount set forth in the PIPE Subscription Agreement of such PIPE Investors, and, as of the date of this Agreementhereof, no Acquisition Entity knows Tuatara does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Financing Amount not being made available to PubCoTuatara, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Tuatara under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, Tuatara has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other agreements related to the transactions contemplated herein) to the obligations of the PIPE Investors to contribute to PubCo Tuatara the applicable portion of investment amount thereunder on the terms therein. (b) No fees, consideration or other discounts are payable or have been agreed by PubCo or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investment, except as Financing Amount set forth in the PIPE Subscription AgreementsAgreements on the terms therein.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tuatara Capital Acquisition Corp), Agreement and Plan of Merger (Tuatara Capital Acquisition Corp)

PIPE Investment. (a) PubCo Acquiror has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements (other than entered into by Acquiror with the Additional applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein, pursuant to which (i) the Common PIPE Investors have committed or will commit to provide equity financing to PubCo Acquiror solely for purposes of consummating the TransactionsTransactions in the aggregate amount of $1,300,000,000 (the “Common PIPE Investment Amount”) and (ii) the Convertible PIPE Investors have committed to provide convertible debt financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of $1,300,000,000 (the “Convertible PIPE Investment Amount”, together with the Common PIPE Investment Amount, the “PIPE Investment Amount”). With To the knowledge of Acquiror, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoAcquiror. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement Subscription Agreement violates or will violate any Laws. The Subscription Agreements provide that the Company is a party thereto and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between any Acquisition Entity Acquiror and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date of this Agreementhereof, no Acquisition Entity knows Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCoAcquiror, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any PIPE Subscription Agreement and, as of the 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 closing to be satisfied by it contained in any Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to PubCo Acquiror the applicable portion of investment amount thereunder 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 PubCo Acquiror or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investmentPIPE Investment or, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Churchill Capital Corp III)

PIPE Investment. (a) PubCo SPAC has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements (other than entered into by SPAC with the Additional applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein, pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo SPAC solely for purposes of consummating the TransactionsTransactions in the aggregate amount of $2,500,000,000 (the “PIPE Investment Amount”). With To the knowledge of SPAC, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoSPAC. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and SPAC and, to the knowledge of SPAC, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between any Acquisition Entity SPAC and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to SPAC the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date of this Agreementhereof, no Acquisition Entity knows SPAC does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCoSPAC, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity SPAC under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, SPAC has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to PubCo SPAC the applicable portion of investment amount thereunder 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 PubCo or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investment, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Churchill Capital Corp IV)

PIPE Investment. (a) PubCo Acquiror has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements (other than entered into by Acquiror with the Additional applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein, pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo Acquiror solely for purposes of consummating the TransactionsTransactions in the aggregate amount of $275,000,000 (the “PIPE Investment Amount”). With As of the date hereof, to the knowledge of Acquiror, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoAcquiror. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and 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 (nor to Acquiror’s knowledge, any other party’s ’s) obligations under any such Private Placement Subscription Agreement violates or will violate any Laws. Without the prior written consent of the Company (which shall not be unreasonably conditioned, withheld, delayed or denied), Acquiror shall not, and shall cause its affiliates not to, amend or modify the Subscription Agreement or waive any rights or conditions in its favor under the Subscription Agreements. There are no other agreements, side letters, or arrangements between any Acquisition Entity Acquiror and any PIPE Investor relating that could affect the obligation of such PIPE Investors to any contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date of this Agreementhereof, no Acquisition Entity knows Acquiror does not know of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCoAcquiror, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any PIPE Subscription Agreement and, as of the 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 to closing to be satisfied by it contained in any Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to PubCo Acquiror the applicable portion of investment amount thereunder the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. (b) No feesThere are no side letters or Contracts to which Acquiror is a party related to the provision or funding, consideration or as applicable, of the purchases contemplated by the Subscription Agreements other discounts are payable or have been agreed by PubCo or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investment, except than as expressly set forth in this Agreement, the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (DFP Healthcare Acquisitions Corp.)

PIPE Investment. (a) PubCo Acquiror has delivered made available to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements (other than the Additional PIPE executed Subscription Agreements, which will be delivered by PubCo promptly upon execution)dated as of the date hereof, pursuant to which which, and on the terms and subject to the conditions therein, the PIPE Investors have committed or will commit agreed to provide equity financing to PubCo solely for purposes of consummating the Transactions. With respect to each PIPE Investor, the PIPE Investment to Acquiror in connection with the transactions contemplated by this Agreement. As of the date hereof, each Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified in any material respect, and no withdrawal or termination, amendment or modification in any material respect is contemplated by PubCo. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo Acquiror, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The shares to be issued in connection with the 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 PIPE InvestorSubscription Agreement, such shares will be validly issued, fully paid and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement Agreement violates or will violate any Lawsnon-assessable. There are no other agreements, side letters, or arrangements Contracts between any Acquisition Entity Acquiror and any PIPE Investor relating to any PIPE such Subscription Agreement and, as of the date of this Agreementhereof, no Acquisition Entity knows Acquiror does not have actual knowledge of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any PIPE such Subscription Agreement not being satisfied, or $240,000,000 (such amount, the relevant investment amount “Minimum PIPE Investment Amount”) not being made available to PubCoAcquiror, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any PIPE such Subscription Agreement and, as of the date hereof, Acquiror 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. The PIPE Subscription Agreements contain all of the conditions precedent to the obligations of the PIPE Investors to contribute to PubCo the applicable portion of investment amount thereunder on the terms therein. (b) No fees, cash consideration or other discounts are payable or have been agreed to be paid by PubCo or any of its Subsidiaries Acquiror (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investmentPIPE Investment, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Empower Ltd.)

PIPE Investment. (a) PubCo Acquiror has delivered made available to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements (other than the Additional PIPE executed Subscription Agreements, which will be delivered by PubCo promptly upon execution)dated as of the date hereof, pursuant to which which, and on the terms and subject to the conditions therein, the PIPE Investors have committed or will commit to provide equity financing to PubCo solely for purposes of consummating the Transactions. With respect to each PIPE Investor, the PIPE Investment in an amount equal to the PIPE Commitment Amount to Acquiror in connection with the transactions contemplated by this Agreement, and as of the date hereof, each such Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified in any material respect, and no withdrawal or termination, amendment or modification in any material respect is contemplated by PubCo. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo Acquiror, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The shares to be issued in connection with the 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 PIPE InvestorSubscription Agreement, such shares will be validly issued, fully paid and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement Agreement violates or will violate any Lawsnon-assessable. There are no other agreements, side letters, or arrangements Contracts between any Acquisition Entity Acquiror and any PIPE Investor relating to any PIPE such Subscription Agreement and, as of the date of this Agreementhereof, no Acquisition Entity knows Acquiror does not have actual knowledge of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any PIPE such Subscription Agreement not being satisfied, or the relevant investment amount not being made available to PubCo, satisfied on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any PIPE such Subscription Agreement. The PIPE Subscription Agreements contain all Agreement and, as of the conditions precedent date hereof, Acquiror does not have reason to the obligations believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of the PIPE Investors closing to contribute to PubCo the applicable portion of investment amount thereunder be satisfied by it contained in any such Subscription Agreement on the terms therein. (b) Closing Date. No fees, cash consideration or other discounts are payable or have been agreed to be paid by PubCo or any of its Subsidiaries Acquiror (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investmentPIPE Investment, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Founder SPAC)

PIPE Investment. (a) PubCo Concurrently with the execution of this Agreement, Acquiror has delivered entered into Subscription Agreements with PIPE Investors, true and correct copies of which have been provided to the Company and SPAC true, correct and complete copies on or prior to the date of each of the PIPE Subscription Agreements (other than the Additional PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)this Agreement, pursuant to which which, and on the terms and subject to the conditions of which, such PIPE Investors have committed agreed, in connection with the transactions contemplated hereby, to purchase Acquiror Class A Shares from Acquiror for an amount which, when added to the proceeds under the SAFE Note, is equal to $125,000,000. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the applicable PIPE Investor party thereto, and neither the execution or delivery thereof by Acquiror nor the performance of Acquiror’s obligations under any such Subscription Agreement violates, or will commit to provide equity financing to PubCo solely for purposes of consummating at the TransactionsClosing violate, any Laws. With respect to each PIPE Investor, the PIPE Each Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and as of the date hereof, no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCo. Each PIPE Subscription Agreement is or will beAcquiror or, upon execution thereofto Acquiror’s knowledge, a legal, valid and binding obligation of PubCo and each by any PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between any Acquisition Entity Acquiror and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investor to pay to Acquiror the applicable portion of the PIPE Investment Amount set forth in such Subscription Agreement as and when due pursuant to the terms thereof, and, as of the date of this Agreementhereof, no Acquisition Entity knows Acquiror does not know of any facts fact or circumstances circumstance that may would reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, satisfied as of the Closing (as defined in such Subscription Agreement) or the relevant investment amount PIPE Investment Amount not being made available in full to PubCo, Acquiror on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, that (with or without notice, lapse of time or both, ) would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to perform or satisfy, or cause to be performed or satisfied, on a timely basis any obligation to be satisfied by it or any condition, in each case, contained in any Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent to the obligations of the PIPE Investors to contribute to PubCo the applicable portion of investment amount thereunder on the terms therein. (b) No fees, consideration or other discounts are are, or will be, payable or have been agreed by PubCo or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investmentPIPE Investment, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (AMCI Acquisition Corp. II)

PIPE Investment. Section 6.14(a) of the Merger Agreement is hereby deleted in its entirety and replaced with the following: (a) PubCo As of the First Amendment Date, Acquiror has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Original Subscription Agreements (other than and Additional Subscription Agreements entered into by Acquiror with the Additional applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein, pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo Acquiror solely for purposes of consummating the TransactionsTransactions for an aggregate gross purchase price of $147,510,000 (the “PIPE Investment Amount”). With As of the First Amendment Date, to the knowledge of Acquiror, with respect to each PIPE Investor, the PIPE Original Subscription Agreement or Additional Subscription Agreement, as applicable, with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoAcquiror. Each PIPE As of the First Amendment Date, each Original Subscription Agreement and Additional Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by Acquiror or, to the knowledge of Acquiror, any other party thereto nor the performance by Acquiror or, to the knowledge of Acquiror, any party’s other party thereto of its obligations under any such Private Placement Subscription Agreement violates or will violate any Laws. There As of the First Amendment Date, there are no other agreements, side letters, or arrangements between any Acquisition Entity Acquiror and any PIPE Investor relating to any PIPE that modifies the economic terms of such Original Subscription Agreement or Additional Subscription Agreement or that could reasonably be expected to affect the obligation of such PIPE Investor to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Original Subscription Agreement or Additional Subscription Agreement of such PIPE Investor, and, as of the date First Amendment Date, to the knowledge of this AgreementAcquiror, there are no Acquisition Entity knows of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Original Subscription Agreement or Additional Subscription Agreement not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCoAcquiror, on the Closing Date consistent with Date. As of the terms and conditions hereof. No First Amendment Date, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any PIPE Original Subscription Agreement or Additional Subscription Agreement and, as of the 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 to closing to be satisfied by it contained in any Original Subscription Agreement or Additional Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to PubCo Acquiror the applicable portion of investment amount thereunder the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein, subject to the Enforceability Exceptions. (b) No As of the First Amendment Date, no fees, consideration or other discounts are payable or have been agreed by PubCo Acquiror or any of its Subsidiaries (including, from and after the Closing, the Surviving Company Corporation and its Subsidiaries) to any PIPE Investor in respect of its investmentPIPE Investment, except as set forth in the PIPE Original Subscription Agreements and the Additional Subscription Agreements.

Appears in 1 contract

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

PIPE Investment. (a) PubCo Altimar has delivered to the Company and SPAC Fathom true, correct and complete copies of each of the PIPE Subscription Agreements (other than entered into by Altimar and Fathom with the Additional applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein on or prior to the Execution Date, pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo solely for purposes of consummating the TransactionsTransactions in the aggregate amount of $80,000,000 (the “PIPE Investment Amount”). With To the knowledge of Altimar, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended amended, modified or modified waived, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoAltimar. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and Altimar and, to the knowledge of Altimar, each PIPE Investor, and neither the execution or delivery by any party thereto Altimar nor the performance of any partyAltimar’s obligations under any such Private Placement PIPE Subscription Agreement violates or will violate any Laws. The PIPE Subscription Agreements provide that Altimar is a party thereto and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between any Acquisition Entity Altimar and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to Altimar the applicable portion of the PIPE Investment Amount set forth in the PIPE Subscription Agreement of such PIPE Investor, and, as of the date of this AgreementExecution Date, no Acquisition Entity knows Altimar does not know of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCoAltimar, on the Closing Date consistent with Date. As of the terms and conditions hereof. No Execution Date, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Altimar under any material term or condition of any PIPE Subscription Agreement that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to PubCo Company the applicable portion of investment amount thereunder the PIPE Investment Amount set forth in the PIPE Subscription Agreements on the terms therein. (b) No fees, consideration or other discounts are payable or have been agreed by PubCo Altimar or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investmentPIPE Investment, except as set forth in the PIPE Subscription Agreements.Agreements or on Schedule 6.16(b) of the Fathom Schedules. Table of Contents

Appears in 1 contract

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

PIPE Investment. (a) PubCo FTAC has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements (other than entered into by FTAC with the Additional applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein, pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo solely for purposes of consummating the TransactionsTransactions in the aggregate amount of $1,300,000,000 (the “PIPE Investment Amount”). With To the knowledge of FTAC, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended amended, modified or modified waived, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoFTAC. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and FTAC and, to the knowledge of FTAC, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement PIPE Subscription Agreement violates or will violate any Laws. The PIPE Subscription Agreements provide that the Company is a party thereto and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between any Acquisition Entity FTAC and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to the Company the applicable portion of the PIPE Investment Amount set forth in the PIPE Subscription Agreement of such PIPE Investor, and, as of the date of this AgreementOriginal Execution Date, no Acquisition Entity knows FTAC does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCoFTAC, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity FTAC under any material term or condition of any PIPE Subscription Agreement and, as of the Original Execution Date, FTAC has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to PubCo Company the applicable portion of investment amount thereunder the PIPE Investment Amount set forth in the PIPE Subscription Agreements on the terms therein. (b) No fees, consideration or other discounts are payable or have been agreed by PubCo FTAC or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investmentPIPE Investment, except as set forth in the PIPE Subscription AgreementsAgreements or on Schedule 6.16(b) of the Tempo Schedules.

Appears in 1 contract

Samples: Business Combination Agreement (Foley Trasimene Acquisition Corp.)

PIPE Investment. (a) PubCo Parent has delivered to the Company and SPAC the Stockholder Representative true, correct and complete copies of each of the PIPE Subscription Agreements (other than entered into by Parent with the Additional applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein, pursuant to which the such PIPE Investors have committed or will commit to provide equity financing to PubCo Parent solely for purposes of consummating the TransactionsTransactions in the aggregate amount of at least the PIPE Investment Amount. With respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoParent. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and Parent and, to the Knowledge of Parent, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement Subscription Agreement violates or will violate any Lawslaws. The Subscription Agreements provide that the Company and the Stockholder Representative is a party thereto and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between any Acquisition Entity Parent and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date of this Agreementhereof, no Acquisition Entity knows Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCoParent, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Parent under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to PubCo Parent the applicable portion of investment amount thereunder such PIPE Investor’s 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 PubCo Parent or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investmentsuch PIPE Investor’s PIPE Investment or, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Crescent Acquisition Corp)

PIPE Investment. (a) PubCo Acquiror has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements entered into by Acquiror with the applicable investors named therein (other than collectively, the Additional PIPE Subscription Agreements, which will be delivered by PubCo promptly upon executionInvestors”), pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo solely for purposes Acquiror in the aggregate amount of consummating $150,000,000 (the Transactions“PIPE Investment Amount”). With As of the date hereof, to the Knowledge of Acquiror, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, Agreements are in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified in any material respectmodified, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoAcquiror. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and Acquiror and, to the Knowledge of Acquiror, each PIPE Investor, Investor and neither the execution or delivery by any party thereto thereto, nor the performance of any party’s obligations under any such Private Placement Subscription Agreement violates or will violate any Laws. Each Subscription Agreement provides that the Company is a third party beneficiary to the extent specified in the Subscription Agreements. There are no side letters or other agreements, side lettersContracts, or arrangements between to which Acquiror, Sponsor (or any Acquisition Entity and Affiliate of Sponsor) or any PIPE Investor is party or by which any of them is bound relating to any PIPE Subscription Agreement or the PIPE Investment and, as of the date of this Agreementhereof, Acquiror has no Acquisition Entity knows Knowledge of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCoAcquiror, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent to the obligations of the PIPE Investors to contribute to PubCo Acquiror the applicable portion of investment amount thereunder the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. thereof. Other than fees payable to the PIPE placement agents pursuant to those engagement letters set forth on Schedule 5.07 of the Acquiror Disclosure Schedules (b) No as in effect as of the date hereof or as hereafter modified with the prior written consent of the Company), no fees, consideration or other discounts are payable or have been agreed by PubCo or any on behalf of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) Acquiror or to any PIPE Investor in respect of its investment, except as set forth in the PIPE Subscription AgreementsInvestment.

Appears in 1 contract

Samples: Merger Agreement (ION Acquisition Corp 2 Ltd.)

PIPE Investment. (a) PubCo has delivered Prior to the Company execution of this Agreement, New SEAC has entered into Subscription Agreements with the PIPE Investors, true and SPAC true, correct and complete copies of each which have been provided to LG Parent on or prior to the date of the PIPE Subscription Agreements (other than the Additional PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)this Agreement, pursuant to which which, and on the terms and subject to the conditions of which, such PIPE Investors have committed agreed, in connection with the transactions contemplated hereby, to purchase PubCo Common Shares on the terms and subject to the conditions set forth in the Subscription Agreements. Each Subscription Agreement is a legal, valid and binding obligation of New SEAC and, to the knowledge of SEAC, the applicable PIPE Investor party thereto, and neither the execution or delivery thereof by New SEAC nor the performance of New SEAC’s or PubCo’s obligations under any such Subscription Agreement violates, or will commit to provide equity financing to PubCo solely for purposes of consummating at the TransactionsClosing violate, any applicable Law. With respect to each PIPE Investor, the PIPE Each Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and as of the date hereof, no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCo. Each PIPE Subscription Agreement is or will beNew SEAC or, upon execution thereofto SEAC’s knowledge, a legal, valid and binding obligation of PubCo and each by any PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between SEAC or any Acquisition Entity of the SEAC Entities and any PIPE Investor relating to any PIPE Subscription Agreement and, as that could affect the obligation of such PIPE Investor to pay to New SEAC the applicable portion of the date of this AgreementPIPE Investment Amount set forth in such Subscription Agreement as and when due pursuant to the terms thereof, no Acquisition Entity knows and SEAC does not know of any facts fact or circumstances circumstance that may would reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, satisfied as of the Closing (as defined in such Subscription Agreement) or the relevant investment amount PIPE Investment Amount not being made available in full to PubCo, New SEAC on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, that (with or without notice, lapse of time or both, ) would constitute a default or breach on the part of an Acquisition Entity New SEAC under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, SEAC has no reason to believe that New SEAC will be unable to perform or satisfy, or cause to be performed or satisfied, on a timely basis any obligation to be satisfied by it or any condition, in each case, contained in any Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent to the obligations of the PIPE Investors to contribute to PubCo the applicable portion of investment amount thereunder on the terms therein. (b) No fees, consideration or other discounts are are, or will be, payable or have been agreed by PubCo or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investmentPIPE Investment, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Business Combination Agreement (Screaming Eagle Acquisition Corp.)

PIPE Investment. (a) PubCo Acquiror has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements entered into by Acquiror with the applicable investors named therein (other than collectively, the Additional PIPE Subscription Agreements, which will be delivered by PubCo promptly upon executionInvestors”), pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo solely for purposes Acquiror in the aggregate amount of consummating $250,000,000 (the Transactions“PIPE Investment Amount”). With To the Knowledge of Acquiror, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, Agreements are in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified in any material respectmodified, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoAcquiror. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and Acquiror and, to the Knowledge of Acquiror, each PIPE Investor, Investor and neither the execution or delivery by any party thereto thereto, nor the performance of any party’s obligations under any such Private Placement Subscription Agreement violates or will violate any Laws. There are no other agreements, side lettersletters or other Contracts, or arrangements between to which Acquiror, Sponsor (or any Acquisition Entity and Affiliate of Sponsor) or any PIPE Investor is party or by which any of them is bound relating to any PIPE Subscription Agreement or the PIPE Investment and, as of the date of this Agreementhereof, Acquiror has no Acquisition Entity knows knowledge of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCoAcquiror, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent to the obligations of the PIPE Investors to contribute to PubCo Acquiror the applicable portion of investment amount thereunder the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. thereof. Other than fees payable to the PIPE placement agents pursuant to that certain engagement letter, dated as of February 2, 2021, by and among J.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC, UBS Securities LLC and Acquiror (b) No as in effect as of the date hereof or as hereafter modified with the prior written consent of the Company), no fees, consideration or other discounts are payable or have been agreed by PubCo or any on behalf of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) Acquiror or to any PIPE Investor in respect of its investment, except as set forth in the PIPE Subscription AgreementsInvestment.

Appears in 1 contract

Samples: Merger Agreement (Starboard Value Acquisition Corp.)

PIPE Investment. (a) PubCo Acquiror has delivered to the Company and SPAC Parties true, correct and complete copies of each of the PIPE Subscription Agreements entered into by Acquiror with the applicable investors named therein (other than collectively, the Additional PIPE Subscription Agreements, which will be delivered by PubCo promptly upon executionInvestors”), pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo Acquiror solely for purposes of consummating the TransactionsTransactions in the aggregate amount of $225,000,000 (the “PIPE Investment Amount”). With To the knowledge of Acquiror, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, Agreements are in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified in any material respectmodified, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoAcquiror. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and Acquiror and, to the knowledge of Acquiror, each PIPE Investor, Investor and neither the execution or delivery by any party thereto thereto, nor the performance of any party’s obligations under any such Private Placement Subscription Agreement violates or will violate any Laws. The Subscription Agreements provide that BB is a third-party beneficiary thereof. There are no other agreements, side letters, or arrangements between any Acquisition Entity Acquiror and any PIPE Investor relating to any PIPE Subscription Agreement or the purchase by such PIPE Investor of securities of Acquiror, that could affect the obligation of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the date of this Agreementhereof, no Acquisition Entity knows Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement Agreements not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCoAcquiror, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any PIPE Subscription Agreement and, as of the 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 closing to be satisfied by it contained in any Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other agreements related to the Transactions) to the obligations of the PIPE Investors to contribute to PubCo Acquiror the applicable portion of investment amount thereunder 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 PubCo Acquiror or any of its Subsidiaries Affiliates (including, from and after the Closing, the Surviving Company Entities and its their respective Subsidiaries) to any PIPE Investor in respect of its investmentportion of the PIPE Investment Amount, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Forest Road Acquisition Corp.)

PIPE Investment. (a) PubCo Tuatara has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements (other than entered into by Tuatara with the Additional applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein, pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo solely for purposes the PIPE Financing. To the knowledge of consummating the Transactions. With Tuatara, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoTuatara. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and Tuatara and, to the knowledge of Tuatara, each PIPE Investor, and neither none of the execution execution, delivery or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement PIPE Subscription Agreement by Tuatara or, to the knowledge of Tuatara, each PIPE Investor, violates or will violate any Laws. There are no other agreements, side letters, or arrangements between any Acquisition Entity Tuatara and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to Tuatara the applicable portion of the PIPE Financing Amount set forth in the PIPE Subscription Agreement of such PIPE Investors, and, as of the date of this Agreementhereof, no Acquisition Entity knows Tuatara does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Financing Amount not being made available to PubCoTuatara, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Tuatara under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, Tuatara has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other agreements related to the transactions contemplated herein) to the obligations of the PIPE Investors to contribute to PubCo Tuatara the applicable portion of investment amount thereunder the PIPE Financing Amount set forth in the PIPE Subscription Agreements on the terms therein. (b) . No fees, consideration or other discounts are payable or have been agreed by PubCo Tuatara or any of its Subsidiaries (including, from and after the Closing, the Surviving Company Corporation and its Subsidiaries) to any PIPE Investor in respect of its investmentportion of the PIPE Financing Amount, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Tuatara Capital Acquisition Corp)

PIPE Investment. (a) PubCo The Purchaser has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements (other than entered into by the Additional Purchaser with the applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein, pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo the Purchaser solely for purposes of consummating the TransactionsTransactions in the aggregate amount of all of the Subscription Agreements (the “PIPE Investment Amount”). With To the knowledge of the Purchaser, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCothe Purchaser. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and the Purchaser and, to the knowledge of the Purchaser, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement Subscription Agreement violates or will violate any Laws. The Subscription Agreements provide that the Company is a party thereto and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between any Acquisition Entity the Purchaser and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to the Purchaser the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date of this Agreementhereof, no Acquisition Entity knows the Purchaser does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCothe Purchaser, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity the Purchaser under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, the Purchaser has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to PubCo the Purchaser the applicable portion of investment amount thereunder 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 PubCo or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investment, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Panacea Acquisition Corp)

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PIPE Investment. (a) PubCo VGAC has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements (other than entered into by VGAC with the Additional applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein, pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo solely for purposes the PIPE Financing. To the knowledge of consummating the Transactions. With VGAC, with respect to each PIPE Investor, the each PIPE Subscription Agreement with such PIPE Investor Investors is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoVGAC. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo VGAC and, to the knowledge of VGAC, each PIPE Investor that is party thereto, and each none of the execution, delivery or performance of obligations under such PIPE Subscription Agreement by VGAC or, to the knowledge of VGAC, such PIPE Investor, and neither the execution or delivery by violates any party thereto nor the performance of any party’s obligations under any such Private Placement Agreement violates or will violate any Applicable Laws. There are no other agreements, side letters, or arrangements between any Acquisition Entity VGAC and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to VGAC the applicable portion of the PIPE Financing Amount set forth in the PIPE Subscription Agreement of such PIPE Investors, and, as of the date of this Agreementhereof, no Acquisition Entity knows VGAC does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Financing Amount not being made available to PubCoVGAC, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity VGAC under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, VGAC has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other agreements related to the transactions contemplated herein) to the obligations of the PIPE Investors to contribute to PubCo VGAC the applicable portion of investment amount thereunder the PIPE Financing Amount set forth in the PIPE Subscription Agreements on the terms therein. (b) No fees, consideration or other discounts are payable or have been agreed by PubCo VGAC or any of its Subsidiaries (including, from and after the Closing, the Surviving Company Corporation and its Subsidiaries) to any PIPE Investor in respect of its investmentportion of the PIPE Financing Amount, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (VG Acquisition Corp.)

PIPE Investment. (a) PubCo Acquiror has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements entered into by Acquiror with the applicable investors named therein (other than collectively, the Additional PIPE Subscription Agreements, which will be delivered by PubCo promptly upon executionInvestors”), pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo Acquiror solely for purposes of consummating the TransactionsTransactions in the aggregate amount of $50,804,090 (the “PIPE Investment Amount”). With To the knowledge of Acquiror, with respect to each PIPE Investor, as of the PIPE date of this Agreement, the Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, Agreements are in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified in any material respectmodified, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoAcquiror. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and Acquiror and, to the knowledge of Acquiror, each PIPE Investor, Investor and neither the execution or delivery by any party thereto thereto, nor the performance of any party’s obligations under any such Private Placement Subscription Agreement violates or will violate any Laws. Other than in respect of any Subscription Agreement to which the Company is a party, the Subscription Agreements provide that the Company is a third party beneficiary of and entitled to enforce the applicable provisions specified therein. There are no other agreements, side letters, or arrangements between any Acquisition Entity Acquiror and any PIPE Investor relating to any Subscription Agreement, that could affect the obligation of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement Agreements, and, as of the date of this Agreementhereof, no Acquisition Entity knows Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCoAcquiror, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any PIPE Subscription Agreement and, as of the 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 closing to be satisfied by it contained in any Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to PubCo Acquiror the applicable portion of investment amount thereunder the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. (b) . No representation or warranty pursuant to this Section 5.13 is given with respect to any representation given by a Company Stockholder contained in a Subscription Agreement between any Acquiror and any Company Stockholder. No fees, consideration or other discounts are payable or have been agreed by PubCo Acquiror or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investmentPIPE Investment, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Tailwind Two Acquisition Corp.)

PIPE Investment. (a) PubCo LIVK has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements (other than entered into by LIVK with the Additional applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein, pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo solely for purposes the PIPE Financing. To the knowledge of consummating the Transactions. With LIVK, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoLIVK. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo LIVK and, to the knowledge of LIVK, each PIPE Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and none of the execution, delivery or performance of obligations under such PIPE Subscription Agreement by LIVK or, to the knowledge of LIVK, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement Agreement violates or will violate any Laws. There are no other agreements, side letters, letters or arrangements between any Acquisition Entity LIVK and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to LIVK the applicable portion of the PIPE Financing Amount set forth in the PIPE Subscription Agreement of such PIPE Investors, and, as of the date of this Agreementhereof, no Acquisition Entity knows LIVK does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Financing Amount not being made available to PubCoLIVK, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity LIVK under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, LIVK has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other agreements related to the transactions contemplated herein) to the obligations of the PIPE Investors to contribute to PubCo LIVK the applicable portion of investment amount thereunder the PIPE Financing Amount set forth in the PIPE Subscription Agreements on the terms therein. (b) No fees, consideration or other discounts are payable or have been agreed by PubCo LIVK or any of its Subsidiaries (including, from and after the Closing, the Surviving Company Corporation and its Subsidiaries) to any PIPE Investor in respect of its investmentportion of the PIPE Financing Amount, except as may be set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (LIV Capital Acquisition Corp.)

PIPE Investment. (a) PubCo Acquiror has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements entered into by Acquiror with the applicable investors named therein (other than collectively, the Additional PIPE Subscription Agreements, which will be delivered by PubCo promptly upon executionInvestors”), pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo Acquiror solely for purposes of consummating the TransactionsTransactions in the aggregate amount of not less than $700,000,000 (the “PIPE Investment Amount”). With To the knowledge of Acquiror, with respect to each PIPE Investor, as of the PIPE date of this Agreement, the Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, Agreements are in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified in any material respectmodified, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoAcquiror. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and Acquiror and, to the knowledge of Acquiror, each PIPE Investor, Investor and neither the execution or delivery by any party thereto thereto, nor the performance of any party’s obligations under any such Private Placement Subscription Agreement violates or will violate any Laws. The Subscription Agreements provide that the Company is a third party beneficiary thereof and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between any Acquisition Entity Acquiror and any PIPE Investor relating to any Subscription Agreement, that could affect the obligation of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement Agreements, and, as of the date of this Agreementhereof, no Acquisition Entity knows Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCoAcquiror, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any PIPE Subscription Agreement and, as of the 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 closing to be satisfied by it contained in any Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to PubCo Acquiror the applicable portion of investment amount thereunder the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. (b) . No representation or warranty pursuant to this Section 5.13 is given with respect to the Subscription Agreement between Acquiror and Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., CVC ASM Holdco, L.P., BC Eagle Holdings, L.P., Sponsor or JCP ASM Holdco, L.P., respectively. No fees, consideration or other discounts are payable or have been agreed by PubCo Acquiror or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investmentPIPE Investment, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Conyers Park II Acquisition Corp.)

PIPE Investment. (a) PubCo Prior to the execution of this Agreement, Acquiror has delivered entered into Subscription Agreements with PIPE Investors, true and correct copies of which have been provided to the Company on or prior to the date of this Agreement, pursuant to which, and SPAC trueon the terms and subject to the conditions of which, correct and complete copies such PIPE Investors have agreed, in connection with the transactions contemplated hereby, to purchase from Acquiror shares of Acquiror Class A Stock for a PIPE Investment Amount of at least $118,000,000. Prior to the execution of this Agreement, Acquiror has identified to the Company each of the PIPE Subscription Agreements Investors (other than or has caused the Additional PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution), pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo solely for purposes identification of consummating the Transactions. With respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor to the Company). Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the applicable PIPE Investor party thereto, and neither the execution or delivery thereof by Acquiror nor the performance of Acquiror’s obligations under any such Subscription Agreement violates, or will beat the Closing violate, upon execution thereof, any Laws. Each Subscription Agreement is in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and other than with the Company’s prior written consent. As of the date of this Agreement, no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCo. Each PIPE Subscription Agreement is or will beAcquiror or, upon execution thereofto Acquiror’s knowledge, a legal, valid and binding obligation of PubCo and each by any PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between any Acquisition Entity Acquiror and any PIPE Investor relating to any PIPE Subscription Agreement which Acquiror has entered into without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned, or delayed, and, as of the date of this Agreement, no Acquisition Entity knows Acquiror does not know of any facts fact or circumstances circumstance that may would reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, satisfied as of the Closing (as defined in such Subscription Agreement) or the relevant investment amount PIPE Investment Amount not being made available in full to PubCo, Acquiror on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, that (with or without notice, lapse of time or both, ) would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any PIPE Subscription Agreement and, as of the date of this Agreement, Acquiror has no reason to believe that it will be unable to perform or satisfy, or cause to be performed or satisfied, on a timely basis any obligation to be satisfied by it or any condition, in each case, contained in any Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent to the obligations of the PIPE Investors to contribute to PubCo the applicable portion of investment amount thereunder on the terms therein. (b) No fees, consideration or other discounts are are, or will be, payable or have been agreed by PubCo or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investmentPIPE Investment, except as set forth in the PIPE Subscription AgreementsAgreements and with the Company’s prior written consent.

Appears in 1 contract

Samples: Merger Agreement (B. Riley Principal 150 Merger Corp.)

PIPE Investment. (a) PubCo FTAC has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements (other than entered into by FTAC with the Additional applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein, pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo solely for purposes of consummating the TransactionsTransactions in the aggregate amount of $1,300,000,000 (the “PIPE Investment Amount”). With To the knowledge of FTAC, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended amended, modified or modified waived, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoFTAC. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and FTAC and, to the knowledge of FTAC, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement PIPE Subscription Agreement violates or will violate any Laws. The PIPE Subscription Agreements provide that the Company is a party thereto and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between any Acquisition Entity FTAC and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to the Company the applicable portion of the PIPE Investment Amount set forth in the PIPE Subscription Agreement of such PIPE Investor, and, as of the date of this Agreementhereof, no Acquisition Entity knows FTAC does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCoFTAC, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity FTAC under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, FTAC has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to PubCo Company the applicable portion of investment amount thereunder the PIPE Investment Amount set forth in the PIPE Subscription Agreements on the terms therein. (b) No fees, consideration or other discounts are payable or have been agreed by PubCo FTAC or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investmentPIPE Investment, except as set forth in the PIPE Subscription AgreementsAgreements or on Schedule 6.16(b) of the Tempo Schedules.

Appears in 1 contract

Samples: Business Combination Agreement (Foley Trasimene Acquisition Corp.)

PIPE Investment. (a) PubCo Silver Spike has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements (other than entered into by Silver Spike with the Additional applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein, pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo solely for purposes the PIPE Financing. To the knowledge of consummating the Transactions. With Silver Spike, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoSilver Spike. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and Silver Spike and, to the knowledge of Silver Spike, each PIPE Investor, and neither none of the execution execution, delivery or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement PIPE Subscription Agreement by Silver Spike or, to the knowledge of Silver Spike, each PIPE Investor, violates or will violate any Laws. There are no other agreements, side letters, or arrangements between any Acquisition Entity Silver Spike and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to Silver Spike the applicable portion of the PIPE Financing Amount set forth in the PIPE Subscription Agreement of such PIPE Investors, and, as of the date of this Agreementhereof, no Acquisition Entity knows Silver Spike does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Financing Amount not being made available to PubCoSilver Spike, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Silver Spike under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, Silver Spike has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other agreements related to the transactions contemplated herein) to the obligations of the PIPE Investors to contribute to PubCo Silver Spike the applicable portion of investment amount thereunder the PIPE Financing Amount set forth in the PIPE Subscription Agreements on the terms therein. (b) No fees, consideration or other discounts are payable or have been agreed by PubCo Silver Spike or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investmentportion of the PIPE Financing Amount, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Silver Spike Acquisition Corp.)

PIPE Investment. (a) PubCo has delivered to To the Company and SPAC trueknowledge of PAQC, correct and complete copies of each of the PIPE Subscription Agreements (other than the Additional PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution), pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo solely for purposes of consummating the Transactions. With with respect to each PIPE Investor, the each PIPE Subscription Agreement with such PIPE Investor Investors is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoPAQC. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and each PAQC and, to the knowledge of PAQC, none of the execution, delivery or performance of obligations under such PIPE Subscription Agreement by PAQC or, to the knowledge of PAQC, such PIPE Investor, and neither the execution or delivery by violates any party thereto nor the performance of any party’s obligations under any such Private Placement Agreement violates or will violate any Applicable Laws. There are no other agreements, side letters, or arrangements between any Acquisition Entity PAQC and any PIPE Investor relating to any PIPE Subscription Agreement that could affect in any material respect the obligation of such PIPE Investors to contribute to PAQC the applicable portion of the PIPE Financing Amount set forth in the PIPE Subscription Agreement of such PIPE Investors, and, as of the date of this Agreementhereof, no Acquisition Entity knows PAQC does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the relevant investment amount PIPE Financing Amount not being made available to PubCoPAQC, on the Closing Date consistent with Date. To the terms and conditions hereof. No knowledge of PAQC, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity PAQC under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, PAQC has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other agreements related to the transactions contemplated herein) to the obligations of the PIPE Investors to contribute to PubCo PAQC the applicable portion of investment amount thereunder the PIPE Financing Amount set forth in the PIPE Subscription Agreements on the terms therein. (b) No fees, consideration or other discounts are payable or have been agreed by PubCo or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) PAQC to any PIPE Investor in respect of its investmentportion of the PIPE Financing Amount, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Provident Acquisition Corp.)

PIPE Investment. (a) PubCo Prior to the execution of this Agreement, Acquiror has delivered entered into Subscription Agreements with PIPE Investors, true and correct copies of which have been provided to the Company and SPAC true, correct and complete copies on or prior to the date of each of the PIPE Subscription Agreements (other than the Additional PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)this Agreement, pursuant to which which, and on the terms and subject to the conditions of which, such PIPE Investors have committed agreed, in connection with the transactions contemplated hereby, to purchase from Acquiror Delaware Class A Shares for a PIPE Investment Amount of $775,000,000. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the applicable PIPE Investor party thereto, and neither the execution or delivery thereof by Acquiror nor the performance of Acquiror’s obligations under any such Subscription Agreement violates, or will commit to provide equity financing to PubCo solely for purposes of consummating at the TransactionsClosing violate, any Laws. With respect to each PIPE Investor, the PIPE Each Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and as of the date hereof, no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCo. Each PIPE Subscription Agreement is or will beAcquiror or, upon execution thereofto Acquiror’s knowledge, a legal, valid and binding obligation of PubCo and each by any PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between any Acquisition Entity Acquiror and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investor to pay to Acquiror the applicable portion of the PIPE Investment Amount set forth in such Subscription Agreement as and when due pursuant to the terms thereof, and, as of the date of this Agreementhereof, no Acquisition Entity knows Acquiror does not know of any facts fact or circumstances circumstance that may would reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, satisfied as of the Closing (as defined in such Subscription Agreement) or the relevant investment amount PIPE Investment Amount not being made available in full to PubCo, Acquiror on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, that (with or without notice, lapse of time or both, ) would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to perform or satisfy, or cause to be performed or satisfied, on a timely basis any obligation to be satisfied by it or any condition, in each case, contained in any Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent to the obligations of the PIPE Investors to contribute to PubCo the applicable portion of investment amount thereunder on the terms therein. (b) No fees, consideration or other discounts are are, or will be, payable or have been agreed by PubCo or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investmentPIPE Investment, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Soaring Eagle Acquisition Corp.)

PIPE Investment. (a) PubCo Acquiror has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements entered into by Acquiror with the applicable investors named therein (other than collectively, the Additional PIPE Subscription Agreements, which will be delivered by PubCo promptly upon executionInvestors”), pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo Acquiror solely for purposes of consummating the TransactionsTransactions in the aggregate amount of $250,000,000 (the “PIPE Investment Amount”). With To the knowledge of Acquiror, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoAcquiror. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither . The Subscription Agreements provide that the execution or delivery by any Company is a party thereto nor and is entitled to enforce such agreements against the performance of any party’s obligations under any such Private Placement Agreement violates or will violate any LawsPIPE Investor. There are no other agreements, side letters, or arrangements between any Acquisition Entity Acquiror and any PIPE Investor relating to any PIPE Subscription Agreement and, as that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the date of this Agreement, no Acquisition Entity knows of any facts or circumstances that may reasonably be expected to result in any of the conditions PIPE Investment Amount set forth in any PIPE the Subscription Agreement not being satisfied, or the relevant investment amount not being made available to PubCo, on the Closing Date consistent with the terms and conditions hereofof such PIPE Investor. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any PIPE Subscription Agreement and, as of the 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 closing to be satisfied by it contained in any Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Ancillary Agreements) to the obligations of the PIPE Investors to contribute to PubCo Acquiror the applicable portion of investment amount thereunder 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 PubCo or any of its Subsidiaries (including, from and after the Closing, the Surviving Company and its Subsidiaries) to any PIPE Investor in respect of its investment, except as set forth in the PIPE Subscription Agreements.

Appears in 1 contract

Samples: Merger Agreement (Fintech Acquisition Corp Iii Parent Corp)

PIPE Investment. (a) PubCo Rxxxx has delivered to the Company and SPAC Target Companies true, correct and complete copies of each of the PIPE Subscription Agreements (other than entered into by Newco with the Additional applicable PIPE Subscription Agreements, which will be delivered by PubCo promptly upon execution)Investors named therein, pursuant to which the PIPE Investors have committed or will commit to provide equity financing to PubCo Newco solely for purposes of consummating the TransactionsTransactions in the aggregate amount of $7,500,000 (the “PIPE Investment Amount”). With To the Knowledge of Rigel, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoNxxxx. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of PubCo and Newco and, to the Knowledge of Rigel, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Private Placement Subscription Agreement violates or will violate any Laws. The Subscription Agreements provide that the Target Companies are third-party beneficiaries thereof and are entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between Newco or any Acquisition Entity of its Affiliates, on the one hand, and any PIPE Investor relating Investor, on the other hand, that could affect the obligation of such PIPE Investors to any contribute to Newco the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, to the Knowledge of this AgreementRigel, there are no Acquisition Entity knows of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement with respect to the PIPE Investment not being satisfied, or the relevant investment amount PIPE Investment Amount not being made available to PubCoNewco, on the Closing Date consistent with the terms and conditions hereofDate. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Newco under any material term or condition of any Subscription Agreement with respect to the PIPE Investment and, as of the date hereof, none of Newco or any of its Affiliates has any reason to believe that Newco will be unable to satisfy in all material respects on a timely basis any term or condition to closing to be satisfied by Newco contained in any Subscription AgreementAgreement with respect to the PIPE Investment. The PIPE Subscription Agreements with respect to the PIPE Investment contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to PubCo Newco the applicable portion of investment amount thereunder the PIPE Investment Amount set forth in such Subscription Agreements on the terms therein. (b) No fees, consideration or other discounts are payable or have been agreed by PubCo Rxxxx, Newco or any of its their respective Subsidiaries (including, from and after the Closing, the Surviving Company and its SubsidiariesTarget Group Companies) to any PIPE Investor in respect of its investmentthe PIPE Investment, except as set forth in the Subscription Agreements with respect to the PIPE Subscription AgreementsInvestment.

Appears in 1 contract

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

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