PIPE Investment. (a) Unless otherwise approved in writing by the Company, no Acquiror Party shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiaries. Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior to the First Merger. Without limiting the generality of the foregoing, Acquiror shall give the Company, prompt written notice: (A) of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror Party; (C) of the receipt of any material notice or other communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respects; and (D) if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements. (b) If all or any portion of the PIPE Investment becomes unavailable, (i) Acquiror shall use its commercially reasonable efforts to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 3 contracts
Samples: Merger Agreement (KORE Group Holdings, Inc.), Merger Agreement (KORE Group Holdings, Inc.), Merger Agreement (Cerberus Telecom Acquisition Corp.)
PIPE Investment. From the date of this Agreement until the earlier of the termination of this Agreement and the Arrangement Effective Time, SEAC shall use its reasonable best efforts, and LG Parent and StudioCo shall fully cooperate with it in such efforts (a) Unless otherwise approved in writing by the Company, no Acquiror Party shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiaries. Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, (including maintaining in effect the such Subscription Agreements Agreements) and (b) to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror PubCo in the such Subscription Agreements and otherwise comply with its obligations thereunder, thereunder and (ii) in the event that all conditions in the such Subscription Agreements (other than conditions that are waived by PubCo or those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate the transactions contemplated by the such Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately at or prior to the First MergerClosing. Without limiting the generality of the foregoing, Acquiror SEAC and, if applicable, LG Parent shall give the Company, other Parties prompt written notice: (A) of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could would give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror Partyit; (CB) of the receipt of any material written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respectsAgreement; and (DC) if Acquiror such Party does not expect New SEAC (or its successor) to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.
(b) If all or any portion . The Parties agree that from the date of this Agreement until the earlier of the PIPE Investment becomes unavailable, (i) Acquiror shall use its commercially reasonable efforts to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion termination of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” Closing, New SEAC may execute Discounted Non-Redemption Agreements or additional Subscription Agreements with equity investors as used mutually agreed to by LG Parent and SEAC (each acting in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreementits sole discretion).
Appears in 1 contract
Samples: Business Combination Agreement (Screaming Eagle Acquisition Corp.)
PIPE Investment. (a) Unless otherwise approved Except with the prior written consent of the Company in writing by the Companyrespect of each instance, no Acquiror Party shall permit permit, enter into, grant, consent to or otherwise effect (a) any amendment amendment, supplement or other modification to be made to, or any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under or remedy under, or any replacements of the Subscription Agreements in a manner adverse Agreements, (b) any side letters or other Contracts, or arrangements to which Acquiror, Sponsor (or any Affiliate of Sponsor), or any PIPE Investor is party or by which any of them is bound relating to any Subscription Agreement, the PIPE Investment or the transactions contemplated by any of them, (c) any changes to the Company and/or its Subsidiaries“Closing Date” (as defined in the Subscription Agreements) other than a date that is on or before three (3) Business Days prior to the Closing Date, or (d) or agree to, any alternative settlement procedures pursuant to Section 2(b) of the Subscription Agreements. Without limiting anything contained in this Agreement or the Subscription Agreements, Acquiror shall use commercially reasonable efforts to take, or and, as applicable, cause to be taken, all actions and use reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the respective terms and subject to the conditions described therein, including maintaining in effect the Subscription Agreements and to: to (i) satisfy in all respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing for delivery of the Expected Closing Date Notice (as defined in the Subscription Agreements); , and (iviii) deliver notices to counterparties to enforce its rights under the Subscription Agreements sufficiently in advance of subject to all the Closing provisions thereof to cause them the applicable PIPE Investors to fund pay to (or as directed by) Acquiror the full PIPE Investment Amount set forth in the Subscription Agreements in accordance with their obligations immediately prior to the First Mergerterms. Without limiting the generality of the foregoing, Acquiror shall give the Company, Company prompt written notice: (A) of any amendment to any Subscription Agreement; (B) of any material actual breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror Partythe Knowledge of Acquiror; (CB) of the receipt or provision of any material written notice or other written communication to or by Acquiror or any of its Representatives from or to any party to any Subscription Agreement pursuant to any such Subscription Agreement, including with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or of any provisions of any Subscription Agreement in any material respectsAgreement; and (DC) otherwise if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.
(b) If all or any portion of the PIPE Investment becomes unavailable, (i) Acquiror shall use its commercially reasonable efforts to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 1 contract
PIPE Investment. (a) Unless otherwise approved in writing by Except with the prior written consent of the Company, and without limiting the Company’s right to enforce the applicable Subscription Agreement, no Acquiror Party shall permit any material amendment or modification to be made to, or any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under or remedy under, or any of replacements of, the Subscription Agreements in a manner adverse to the Company and/or its SubsidiariesCompany. Acquiror shall use commercially its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of the Closing Notice (as defined in the Subscription Agreements), and (iii) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by to cause the applicable PIPE Investors to pay to (or as directed by) Acquiror the applicable portion of the PIPE Investment Amount, as applicable, set forth in the Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior to the First Mergerterms. Without limiting the generality of the foregoing, Acquiror shall give the Company, prompt written notice: (A) of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror PartyAcquiror; (CB) of the receipt of any material written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respectsAgreement; and (DC) if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.
(b) If all or any portion of the PIPE Investment becomes unavailable, (i) Acquiror shall use its commercially reasonable efforts to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 1 contract
Samples: Merger Agreement (Conyers Park II Acquisition Corp.)
PIPE Investment. (a) Unless otherwise approved in writing by Except with the prior written consent of the Company, no Acquiror Party shall permit any material amendment or modification to be made to, or any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under or remedy under, or any of replacements of, the Subscription Agreements in a manner adverse to the Company and/or its SubsidiariesCompany. Acquiror shall use commercially its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described thereinthereof, including maintaining in effect the Subscription Agreements and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of the Closing Notice (as defined in the Subscription Agreements), and (iii) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by to cause the applicable PIPE Investors to pay to (or as directed by) Acquiror the applicable portion of the PIPE Investment Amount, as applicable, set forth in the Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior to the First Mergerterms. Without limiting the generality of the foregoing, Acquiror shall give the Company, prompt written notice: (A) of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror PartyAcquiror; (CB) of the receipt of any material written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any material provisions of any Subscription Agreement in any material respectsAgreement; and (DC) if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.
(b) If all or any portion of the PIPE Investment becomes unavailable, (i) Acquiror shall use its commercially reasonable efforts to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 1 contract
PIPE Investment. (a) Unless otherwise approved in writing by the Company, no Acquiror Party shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under or remedy under, or any replacements of, any of the Subscription Agreements in a manner adverse to Holdings or the Company and/or its SubsidiariesCompany. Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereofat or prior to Closing; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior as far in advance of the Closing as permitted by the Subscription Agreements; and (v) without limiting the Company’s rights to enforce certain of such Subscription Agreements thereunder or pursuant to Section 12.13, enforce its rights under the First MergerSubscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay to (or as directed by) Acquiror the applicable portion of the PIPE Investment Amount, as applicable, set forth in the Subscription Agreements in accordance with their terms. Without limiting the generality of the foregoing, Acquiror shall give the Company, prompt written notice: (A) of any amendment to any Subscription AgreementAgreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror PartyAcquiror; (C) of the receipt of any material written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respectsAgreement; and (D) if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.
(b) If . Acquiror shall deliver all or any portion of notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause the PIPE Investors to consummate the PIPE Investment becomes unavailable, (i) concurrently with the Closing and shall take all actions required under any Subscription Agreements with respect to the timely issuance and delivery of any physical certificates evidencing the shares of Acquiror shall use its commercially reasonable efforts to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Class A Common Stock containing terms or Acquiror Warrants as and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In when required under any such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 1 contract
PIPE Investment. (a) Unless otherwise approved in writing by the CompanyCompany (which approval shall not be unreasonably withheld, no conditioned or delayed), Acquiror Party shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to termination), of any provision under or remedy under, or any replacements of, any of the Subscription Agreements Agreements, except for any such actions that would not increase conditionality or impose any new obligation on the Company or Acquiror, reduce the Minimum PIPE Investment Amount, reduce or impair the rights of Acquiror under any Subscription Agreement or otherwise adversely affect any rights of Acquiror or the Company under any Subscription Agreement and except for any assignment or transfer contemplated in a manner adverse or expressly permitted by any Subscription Agreement (without any further amendment, modification or waiver to such assignment or transfer provision). Subject to the Company and/or its Subsidiaries. immediately preceding sentence, Acquiror shall use its commercially reasonable efforts to take, or to cause to be taken, all actions and dorequired, necessary or cause that it otherwise deems to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements in all material respects on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and using its commercially reasonable efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply in all material respects with its obligations thereunder, ; (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; and (iii) enforce its rights under the Subscription Agreements, in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay to (or as directed by) Acquiror the applicable portion of the PIPE Investment Amount, as applicable, set forth in the Subscription Agreements in accordance with the terms thereof; their terms.
(iiib) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior to the First Merger. Without limiting the generality of the foregoingSection 7.11(a), Acquiror shall give the Company, Company prompt written notice: (Ai) of any amendment to any Subscription Agreement; Agreement (Bother than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby) (ii) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could would give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror Party; Acquiror; (Ciii) of the receipt of any material written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respects; Agreement; and (Div) if Acquiror does not expect to receive all or any portion of the Minimum PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by pursuant to the Subscription Agreements.
(b) If all or any portion of the PIPE Investment becomes unavailable, (i) Acquiror shall use its commercially reasonable efforts to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 1 contract
Samples: Merger Agreement (Social Capital Hedosophia Holdings Corp. III)
PIPE Investment. (a) Unless otherwise approved in writing by the CompanyThe Company shall take, no Acquiror Party shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under any of the Subscription Agreements in a manner adverse to the Company and/or use its Subsidiaries. Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and dorequired, necessary or cause that it otherwise deems to be done, all things necessary, proper or advisable to obtain the PIPE Investment and consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: using its commercially reasonable efforts to (ix) satisfy in all respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunderunder the Subscription Agreements, (iiy) in the event that all conditions in the Subscription Agreements have been satisfied (other than conditions that SPAC controls the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied), consummate the transactions contemplated by the Subscription Agreements at or prior to Closing; and (z) enforce its rights under the Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined event that all conditions in the Subscription AgreementsAgreements have been satisfied (other than conditions that SPAC controls the satisfaction of and other than those conditions that by their nature are to be satisfied at Closing); and (iv) deliver notices , to counterparties cause the applicable PIPE Investor to contribute to SPAC the Subscription Agreements sufficiently in advance applicable portion of the Closing to cause them to fund their obligations immediately PIPE Investment Amount set forth in the applicable Subscription Agreement at or prior to the First MergerClosing. Without limiting the generality of the foregoing, Acquiror SPAC shall give the Company, Company prompt written notice: notice upon (Ai) becoming aware of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any of the Subscription Agreement known to Agreements or any Acquiror Party; termination (Cor purported termination) of any of the Subscription Agreements or (ii) the receipt of any material written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in Agreement. SPAC shall not permit, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), any material respects; and (D) if Acquiror does not expect amendment or modification to receive all be made to, or any portion waiver of the PIPE Investment Amount on the termsany provision or remedy under, in the manner or from the PIPE Investors as contemplated by any replacements of, the Subscription Agreements.
(b) If all or any portion The Company agrees, and shall cause the appropriate Representatives of the PIPE Investment becomes unavailableCompany, (i) Acquiror shall to use its commercially reasonable efforts to cooperate in connection with (x) the arrangement of any PIPE Investment, and (y) the marketing of the transactions contemplated by this Agreement and the Ancillary Agreements in the public markets and with existing equityholders of SPAC (including in the case of clauses (x) with respect to the satisfaction of the relevant conditions precedent), in each case as may be reasonably requested by SPAC, including by (i) upon reasonable prior notice, participating in meetings, calls, drafting sessions, presentations, and due diligence sessions (including accounting due diligence sessions) and sessions with prospective investors at mutually agreeable times and locations and upon reasonable advance notice (including the participation in any relevant “roadshow”), (ii) assisting with the preparation of customary materials, (iii) providing the financial statements and such other financial information regarding the Company as is reasonably requested in connection therewith, subject to confidentiality obligations reasonably acceptable to the Company, (iv) taking all corporate actions that are necessary or customary to obtain promptly the PIPE Investment or such portions thereof from alternative sources and market the transactions contemplated by this Agreement, and (v) otherwise reasonably cooperating in an amount, when added SPAC’s efforts to any portion of obtain the PIPE Investment that is available, equal and market the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In such event, the term “PIPE Investment” as used in transactions contemplated by this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 1 contract
Samples: Business Combination Agreement (Iris Acquisition Corp)
PIPE Investment. (a) Unless otherwise approved in writing by the Company, no Acquiror SPAC Party shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under or remedy under, or any replacements of, any of the Subscription Agreements in a manner adverse to the Company and/or its SubsidiariesAgreements. Acquiror SPAC shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (ia) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror SPAC in the Subscription Agreements and otherwise comply with its obligations thereunder, (iib) in the event that all conditions in the Subscription Agreements (other than conditions that SPAC or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereofat or prior to Closing; (iiic) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (ivd) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior as far in advance of the Closing as permitted by the Subscription Agreements; and (e) pursuant to Section 12.13, enforce its rights under the First MergerSubscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that SPAC or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay to (or as directed by) SPAC the applicable portion of the PIPE Investment Amount, as applicable, set forth in the Subscription Agreements in accordance with their terms. Without limiting the generality of the foregoing, Acquiror SPAC shall give the Company, prompt written notice: (Ai) of any amendment to any Subscription AgreementAgreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (Bii) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror PartySPAC; (Ciii) of the receipt of any material written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respectsAgreement; and (Div) if Acquiror SPAC does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.
(b) If . SPAC shall deliver all or any portion of notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause the PIPE Investors to consummate the PIPE Investment becomes unavailable, (i) Acquiror concurrently with the Closing and shall use its commercially reasonable efforts take all actions required under any Subscription Agreements with respect to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to timely issuance and delivery of any portion physical certificates evidencing the shares of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco SPAC Class A Common Stock containing terms as and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In when required under any such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 1 contract
PIPE Investment. (a) Unless otherwise approved in writing by the Company, no Acquiror Party Investor shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiaries. Acquiror shall use commercially reasonable efforts to take, or use its reasonable best efforts to cause to be taken, all actions and dorequired, necessary or cause that it otherwise deems to be done, all things necessary, proper or advisable to obtain the PIPE Investment and consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: using its commercially reasonable efforts to (ix) satisfy in all respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunderunder the Subscription Agreements, (iiy) in the event that all conditions in the Subscription Agreements have been satisfied (other than conditions that Investor controls the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied), consummate the transactions contemplated by the Subscription Agreements at or prior to Closing; and (z) enforce its rights under the Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined event that all conditions in the Subscription AgreementsAgreements have been satisfied (other than conditions that Investor controls the satisfaction of and other than those conditions that by their nature are to be satisfied at Closing); and (iv) deliver notices , to counterparties cause the applicable PIPE Investor to contribute to Investor the Subscription Agreements sufficiently in advance applicable portion of the Closing to cause them to fund their obligations immediately PIPE Investment Amount set forth in the applicable Subscription Agreement at or prior to the First MergerClosing. Without limiting the generality of the foregoing, Acquiror Investor shall give the Company, Company prompt written notice: notice upon (Ai) becoming aware of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any of the Subscription Agreement known to Agreements or any Acquiror Party; termination (Cor purported termination) of any of the Subscription Agreements, (ii) the receipt of any material written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respects; and (Diii) if Acquiror Investor does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as sources contemplated by the Subscription Agreements. Investor shall not permit, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed in respect of any such amendment, modification, waiver or replacement that is not and would not reasonably be expected to be materially adverse to the Company or the ML Parties), any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements of, the Subscription Agreements; provided that, notwithstanding anything to the contrary in this Agreement or the Subscription Agreement, the Sponsor or any of its Affiliates may, in its sole discretion, contribute an additional PIPE Investment Amount on the same terms and pursuant to the same conditions as set forth in the PIPE Subscription Agreement to satisfy the Available Closing Date Cash condition in accordance with Section 3.2(c)(iv) of this Agreement.
(b) If all or any portion of Each ML Company agrees, and shall cause the PIPE Investment becomes unavailableappropriate officers and employees thereof, (i) Acquiror shall to use its commercially reasonable efforts to cooperate in connection with (x) the arrangement of any PIPE Investment, and (y) the marketing of the transactions contemplated by this Agreement and the Ancillary Agreements in the public markets and with existing equityholders of the Investor (including in the case of clauses (x) with respect to the satisfaction of the relevant conditions precedent), in each case as may be reasonably requested by the Investor, including by (i) upon reasonable prior notice, participating in meetings, calls, drafting sessions, presentations, and due diligence sessions (including accounting due diligence sessions) and sessions with prospective investors at mutually agreeable times and locations and upon reasonable advance notice (including the participation in any relevant “roadshow”), (ii) assisting with the preparation of customary materials, (iii) providing the financial statements and such other financial information regarding the Company readily available to the ML-Parties or the Company as is reasonably requested in connection therewith, subject to confidentiality obligations reasonably acceptable to ML Parties and the Company, (iv) taking all corporate actions that are necessary or customary to obtain promptly the PIPE Investment or such portions thereof from alternative sources and market the transactions contemplated by this Agreement, and (v) otherwise reasonably cooperating in an amount, when added the Investor’s efforts to any portion of obtain the PIPE Investment that is available, equal and market the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In such event, the term “PIPE Investment” as used in transactions contemplated by this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 1 contract
Samples: Business Combination Agreement (Helix Acquisition Corp)
PIPE Investment. (a) Unless otherwise approved in writing by the Company, no Acquiror Party neither Parent nor its Affiliates shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under or remedy under, or any replacements of, any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiariesor Parent. Acquiror Parent shall use commercially reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and toby: (i) satisfy satisfying in all material respects on a timely basis all conditions and covenants applicable to Acquiror Parent in the Subscription Agreements and otherwise comply complying with its obligations thereunder, (ii) in the event that all conditions to the investor’s obligation to fund in the Subscription Agreements (other than conditions that Parent or any of its Affiliates exclusively control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate consummating the transactions contemplated by the Subscription Agreements in accordance with at or prior to the terms thereof; Closing; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver delivering any required notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them them, in the event that all conditions to the investor’s obligation to fund in the Subscription Agreements are satisfied (other than those conditions that by their nature are to be satisfied at the Closing), to fund their obligations immediately at or prior to or concurrently with the First Merger. Closing; and (iv) without limiting the Company’s rights to enforce such Subscription Agreements pursuant to Section 10.6, enforcing its rights under the Subscription Agreements in the event that all conditions to the investor’s obligation to fund in the Subscription Agreements (other than conditions that Parent or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay to (or as directed by) Parent the applicable portion of the PIPE Investment Amount, as applicable, set forth in the Subscription Agreements in accordance with their terms.
(b) Without limiting the generality of the foregoing, Acquiror Parent shall give the Company, Company prompt written notice: (Ai) of any proposed amendment to any Subscription Agreement; , together with a copy of such proposed amendment; (Bii) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could would be reasonably likely to give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror Party; Parent; (Ciii) of the receipt of any material notice or other communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any Subscription Agreement or any material provisions of any Subscription Agreement in any material respects; Agreement; and (Div) if Acquiror Parent does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.
(bc) If all The Parties acknowledge that, from and after the date of this Agreement, the Company may identify one or any portion more additional PIPE Investors to contribute to Parent an additional PIPE investment of up to $75,000,000. Upon the Company’s reasonable request, Parent shall reasonably cooperate with the Company to permit such additional PIPE Investment becomes unavailable, (i) Acquiror shall use its commercially reasonable efforts to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts Investors to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing Agreements with Parent on terms and conditions no less favorable from that are reasonably acceptable to the standpoint of the Company, Acquiror Company and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription AgreementParent.
Appears in 1 contract
Samples: Business Combination Agreement (Ivanhoe Capital Acquisition Corp.)
PIPE Investment. (a) Unless otherwise approved in writing by the Company, no Acquiror Party shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), Each of any provision under any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiaries. Acquiror Parent and Holdco shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate arrange and obtain the transactions contemplated by the Subscription Agreements PIPE Investment on the terms and conditions described thereinset forth in the PIPE Documents, including maintaining in effect the Subscription Agreements using Parent’s and to: Holdco’s commercially reasonable efforts to (i) maintain in full force and effect the PIPE Documents in accordance with the terms thereof, (ii) satisfy in all respects on a timely basis all conditions and covenants to obtaining the PIPE Investment set forth in the PIPE Documents that are applicable to Acquiror in Holdco or any of its Subsidiaries, and to consummate the Subscription Agreements and otherwise comply with PIPE Investment at or prior to the Closing, including using its obligations thereunder, (ii) in commercially reasonable efforts to cause the event that all conditions in investor parties thereto to fund the Subscription Agreements (other than those conditions that by their nature are to be satisfied PIPE Investment at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereof; (iii) confer comply on a timely basis with Holdco’s obligations under the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); PIPE Documents and (iv) deliver notices enforce its rights under the PIPE Documents, including (at the request of the Company and only if Parent and its Subsidiaries have sufficient funds) by filing one or more lawsuits against the investor parties thereto to counterparties fully enforce the investors’ obligations (and the rights of Holdco) thereunder or assigning the rights of Holdco to bring such lawsuits to the Subscription Agreements sufficiently in advance Company so as to enable the Company to file such lawsuits against the investors on behalf of Holdco. Parent and Holdco shall provide the Closing to cause them to fund their obligations immediately prior Company with copies of all documents relating to the First Merger. Without limiting the generality of the foregoing, Acquiror PIPE Investment and shall give the Company, Company prompt written notice: notice upon becoming aware of (A) of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance thatwhich, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material breach or default) by any party to any Subscription Agreement known of the PIPE Documents, (B) any actual or potential failure to carry out any Acquiror Party; of the terms of any of the PIPE Documents, (C) of the receipt of any material notice actual or other communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation of any of the PIPE Documents by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respects; and thereto, (D) if Acquiror does not expect any material dispute or disagreement between or among any of the parties to receive any of the PIPE Documents or (E) the occurrence of an event or development that Parent or Holdco expects to have a material and adverse impact on the ability of Holdco to obtain all or any portion of the PIPE Investment Amount Investment. Parent and Holdco shall keep the Company informed on a reasonably current basis and in reasonable detail of the terms, in the manner or from status of its efforts to arrange the PIPE Investors as contemplated by Investment. Without the Subscription Agreements.
prior written consent of the Company, neither Parent nor Holdco shall permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, any of the PIPE Documents (bincluding, without limitation, any amendment, modification or waiver that (v) If adversely affects the availability of all or any portion of the PIPE Investment becomes unavailableInvestment, (iw) Acquiror shall use its commercially reasonable efforts adversely affects the termination provisions of, or would result in the termination of, any of the PIPE Documents, (x) reduces the aggregate amount of the PIPE Investment, (y) imposes additional conditions precedent to obtain promptly the availability of the PIPE Investment or such portions thereof from alternative sources in an amountamends or modifies any of the existing conditions to the funding of the PIPE Investment or (z) adversely impacts the ability of Holdco to enforce its rights against the investors under any of the PIPE Documents), when added or release or consent to the termination of the obligations of the investors under any of the PIPE Documents.
(b) If, notwithstanding the use of commercially reasonable efforts by Parent and Holdco to satisfy their respective obligations under Section 5.23(a), any of the PIPE Documents expires or is terminated, or any portion of the PIPE Investment that is available, equal contemplated by any of the PIPE Investment Amount Documents otherwise becomes unavailable, in whole or in part, for any reason, Parent and Holdco shall (any alternative source(si) promptly notify the Company of financingsuch expiration, “Alternative PIPE Financing”) termination or unavailability and the reasons therefor and/or the circumstances giving rise thereto and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its their respective commercially reasonable efforts promptly, and in any event prior to enter into a subscription agreement the Closing, to arrange for alternative financing from other sources (eachwhich alternative financing shall be in an amount at least equal to the PIPE Investment or such unavailable portion thereof and which shall not include any conditions to funding or availability that are more onerous than, an or in addition to, the conditions set forth in the applicable PIPE Document(s)) (the “Alternative Subscription AgreementFinancing”) that provides for to replace the subscription PIPE Investment or the portion thereof which otherwise became unavailable, and purchase of Pubco Common Stock containing terms and conditions no less favorable from to obtain a new financing commitment letter with respect to such Alternative Financing (the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror“Alternative Documents”). In such eventthe event any Alternative Documents are obtained, (x) any reference in this Agreement to the term “PIPE Investment” shall mean the PIPE Investment contemplated by the PIPE Documents, as used modified pursuant to clause (y) below and (y) any reference in this Agreement to the “PIPE Documents” shall be deemed to include the PIPE Documents to the extent not superseded by an Alternative Document at the time in question and any Alternative PIPE FinancingDocuments to the extent then in effect. Parent shall deliver to the Company complete and correct copies of all amendments, the term “Subscription Agreements” as used in this Agreement supplements, other modifications or agreements pursuant to which any Alternative Financing shall be deemed made available to include Parent or Holdco promptly after Parent or Holdco enters into any Alternative Subscription Agreement and of the term “PIPE Investor” as used in this Agreement same (it being understood that all such amendments, supplements, other modifications or agreements shall be deemed subject to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreementthe last sentence of Section 5.23(a)).
Appears in 1 contract
PIPE Investment. (a) The Company shall reasonably cooperate and provide reasonable assistance and information (subject to the terms, conditions and limitations in Section 6.02 herein) as reasonably requested by Acquiror in connection with any PIPE Investment. None of Acquiror, Merger Sub or any of their respective Affiliates or Subsidiaries shall enter into or consummate a PIPE Investment without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed).
(b) Unless otherwise approved in writing by the Company, no the Acquiror Party shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under or remedy under, or any replacements of, any of the Subscription Agreements in a manner adverse to the Company and/or its SubsidiariesAgreements. Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (ia) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (iib) in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereofat or prior to Closing; (iiic) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (ivd) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior as far in advance of the Closing as permitted by the Subscription Agreements; and (e) pursuant to Section 11.14, enforce its rights under the First MergerSubscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay to (or as directed by) Acquiror the applicable portion of the PIPE Investment Amount, as applicable, set forth in the Subscription Agreements in accordance with their terms. Without limiting the generality of the foregoing, Acquiror shall give the Company, prompt written notice: (Ai) of any amendment to any Subscription AgreementAgreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (Bii) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror PartyAcquiror; (Ciii) of the receipt of any material written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respectsAgreement; and (Div) if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.
(b) If . Acquiror shall deliver all or any portion of notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause the PIPE Investors to consummate the PIPE Investment becomes unavailable, (i) concurrently with the Closing and shall take all actions required under any Subscription Agreements with respect to the timely issuance and delivery of any physical certificates evidencing the shares of Acquiror shall use its commercially reasonable efforts to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms as and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In when required under any such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 1 contract
PIPE Investment. (a) Unless otherwise approved in writing by the CompanyCompany (or after the Reorganization, no Acquiror Party Newco), Parent shall not permit any material amendment or material modification to be made to, or any material waiver (in whole or in part) of, any provision or provide remedy under, or consent to (including consent to termination)the termination or replacement of, of any provision under any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiaries(and after the Reorganization, Newco). Acquiror Parent shall use commercially reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable necessary to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror Parent in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions to the applicable PIPE Investor’s obligation to fund in the Subscription Agreements (other than conditions that Parent or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; and (iii) enforce its rights under the applicable Subscription Agreement in the event that all conditions to the PIPE Investor’s obligation to fund in the Subscription Agreements (other than conditions that Parent or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay to (or as directed by) Parent the applicable portion of the PIPE Investment Amount, as applicable, set forth in the Subscription Agreements in accordance with the terms thereof; their terms.
(iiib) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior to the First Merger. Without limiting the generality of the foregoing, Acquiror Parent shall give the CompanyCompany (or after the Reorganization, Newco) prompt written notice: (Ai) of any material amendment to any Subscription Agreement; Agreement (Bother than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (ii) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement PIPE Investor known to any Acquiror Party; Parent; (Ciii) of the receipt of any material written notice or other written communication from any party to any Subscription Agreement PIPE Investor with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Investor under the applicable Subscription Agreement or any provisions of any Subscription Agreement in any material respects; Agreement; and (Div) if Acquiror Parent does not reasonably expect to receive all or any portion of the PIPE Investment Amount on the terms, terms or in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.
(b) If all or any portion of the PIPE Investment becomes unavailable, (i) Acquiror shall use its commercially reasonable efforts to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 1 contract
PIPE Investment. (a) Unless otherwise approved in writing by Except with the prior written consent of the Company, no Acquiror Party shall permit permit, enter into, grant, consent to or otherwise effect (a) any amendment amendment, supplement or other modification to be made to, or any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under or remedy under, or any replacements of, the Subscription Agreements, (b) any side letters or other Contracts, or arrangements to which Acquiror, Sponsor (or any Affiliate of Sponsor) or any PIPE Investor is party or by which any of them is bound relating to any Subscription Agreement or the PIPE Investment, (c) any changes to the Funding Date (as defined in the Subscription Agreements in Agreements) other than a manner adverse date that is on or before three (3) business days prior to the Company and/or its SubsidiariesClosing Date, or (d) or agree to, any Alternative Settlement Procedures (as defined in the Subscription Agreements). Without limiting anything contained in this Agreement or the Subscription Agreements, Acquiror shall use commercially reasonable best efforts to take, or and, as applicable, cause to be taken, all actions and do, or and cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: to (i) satisfy in all respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing for delivery of the Expected Closing Date Notice (as defined in the Subscription Agreements); , and (iviii) deliver notices to counterparties to enforce its rights under the Subscription Agreements sufficiently in advance of the Closing to cause them the applicable PIPE Investors to fund pay to (or as directed by) Acquiror the full PIPE Investment Amount set forth in the Subscription Agreements in accordance with their obligations immediately prior to the First Mergerterms. Without limiting the generality of the foregoing, Acquiror shall give the Company, Company prompt written notice: (A) of any amendment to any Subscription Agreement; (B) of any material actual or anticipatory breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror Partythe Knowledge of Acquiror; (CB) of the receipt or provision of any material written notice or other written notice or other communication to or by Acquiror or any of its Representatives from or to any party to any Subscription Agreement pursuant to any such Subscription Agreement or in connection with the transactions contemplated thereby (including with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respectsAgreement); and (DC) otherwise if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.
(b) If all or any portion of the PIPE Investment becomes unavailable, (i) Acquiror shall use its commercially reasonable efforts to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 1 contract
Samples: Merger Agreement (Starboard Value Acquisition Corp.)
PIPE Investment. (a) Unless otherwise approved Except to the extent provided in writing by the CompanySeller, no Acquiror Party shall permit any amendment or modification to be made to, or any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under or remedy under, or any replacements of, any of the Subscription Agreements in a manner adverse to the Company and/or its SubsidiariesAgreements. Acquiror shall use commercially its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, ; (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate the transactions contemplated by the Subscription Agreements in accordance with the terms thereofat or prior to Closing; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of at least five (5) Business Days prior to the Closing and no later than four (4) Business Days prior to the Acquiror Stockholders' Meeting to cause them to fund their obligations immediately no later than one (1) Business Day prior to the First Mergerdate that the Closing is scheduled to occur hereunder and (v) without limiting Seller’s rights to enforce such Subscription Agreements, enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay to (or as directed by) Acquiror the applicable portion of the PIPE Investment Amount, as applicable, set forth in the Subscription Agreements in accordance with their terms. Without limiting the generality of the foregoing, Acquiror shall give the Company, prompt written notice: (A) of any amendment to any Subscription AgreementAgreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror PartyAcquiror; and (C) of the receipt of any material written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement Agreement. Acquiror shall deliver all notices it is required to deliver under the Subscription Agreements on a timely basis in any material respects; and (D) if Acquiror does not expect order to receive all or any portion of cause the PIPE Investors to consummate the PIPE Investment Amount on concurrently with the terms, in the manner or from the PIPE Investors as contemplated by the Subscription AgreementsClosing.
(b) If all or any portion of the PIPE Investment becomes unavailable, (i) Acquiror shall use its commercially reasonable efforts to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 1 contract
Samples: Merger Agreement (Fintech Acquisition Corp Iii Parent Corp)
PIPE Investment. (a) Unless otherwise approved in writing by the Company, no Acquiror Party Parent shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under or remedy under, or any replacements of, any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiaries(which consent or approval shall not be unreasonably withheld, conditioned or delayed). Acquiror Parent shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror Parent in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Parent or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereofat or prior to Closing; (iii) confer with the Company regarding timing of the Expected Scheduled Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior as far in advance of the Closing as permitted by the Subscription Agreements; and (v) without limiting the Company’s rights to enforce certain of such Subscription Agreements thereunder, enforce its rights under the First MergerSubscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Parent or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay to (or as directed by) Parent the applicable portion of the PIPE Investment Amount, as applicable, set forth in the Subscription Agreements in accordance with their terms. Without limiting the generality of the foregoing, Acquiror Parent shall give the Company, prompt written notice: (A) of any amendment to any Subscription AgreementAgreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror PartyParent; (C) of the receipt of any material written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respectsAgreement; and (D) if Acquiror Parent does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.
(b) If . Parent shall deliver all or any portion of notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause the PIPE Investors to consummate the PIPE Investment becomes unavailable, (i) Acquiror concurrently with the Closing and shall use its commercially reasonable efforts to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to take all actions required under any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into with respect to the timely issuance and delivery of any physical certificates evidencing the shares of Parent Class A Stock as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In and when required under any such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 1 contract
PIPE Investment. (a) Unless otherwise approved in writing by the Company, no Acquiror Party Buyer shall not permit any amendment or modification to be made to, or any waiver (in whole or in part) of, any provision or provide remedy under, or consent to (including consent to termination)the termination or replacement of, of any provision under any of the PIPE Subscription Agreements in a manner adverse to the Company and/or its SubsidiariesCompany. Acquiror Buyer shall use commercially reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable necessary to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Subscription Agreements and to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror Buyer in the PIPE Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the PIPE Subscription Agreements (other than conditions that Buyer or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the PIPE Subscription Agreements in accordance with the terms thereof; at or prior to Closing, (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the PIPE Subscription Agreements); and (iv) deliver notices to counterparties to the PIPE Subscription Agreements sufficiently in advance of the Closing in accordance with the terms of the PIPE Subscription Agreements; and (iv) without limiting the Company’s rights to enforce certain of such PIPE Subscriptions Agreements thereunder or pursuant to Section 13.13, enforce its rights under the PIPE Subscription Agreements in the event that all conditions in the PIPE Subscription Agreements (other than conditions that Buyer or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause them the applicable PIPE Investors to fund pay to (or as directed by) Buyer the applicable portion of the PIPE Financing Amount, as applicable, set forth in the PIPE Subscription Agreements in accordance with their obligations immediately prior to the First Mergerterms. Without limiting the generality of the foregoing, Acquiror Buyer shall give the Company, Company prompt written notice: notice (A) of any amendment to any PIPE Subscription AgreementAgreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement PIPE Investor known to any Acquiror Party; Buyer; (C) of the receipt of any material written notice or other written communication from any party to any Subscription Agreement PIPE Investor with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any PIPE Subscription Agreement or any provisions of any PIPE Subscription Agreement in any material respects; Agreement; and (D) if Acquiror Buyer does not reasonably expect to receive all or any portion of the PIPE Investment Financing Amount on the terms, terms or in the manner or from contemplated by the PIPE Subscription Agreements. Buyer shall deliver all notices it is required to deliver under the PIPE Subscription Agreements on a timely basis in order to cause the PIPE Investors as contemplated by the Subscription Agreements.
(b) If all or any portion of to consummate the PIPE Investment becomes unavailable, (i) Acquiror shall use its commercially reasonable efforts immediately prior to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription AgreementClosing.
Appears in 1 contract
Samples: Merger Agreement (Mudrick Capital Acquisition Corp. II)
PIPE Investment. (a) Unless otherwise approved in writing by the Company, no Acquiror Party the Purchaser shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under or remedy under, or any replacements of, any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiaries(which consent or approval shall not be unreasonably withheld, conditioned or delayed). Acquiror The Purchaser shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (ia) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror the Purchaser in the Subscription Agreements and otherwise comply with its obligations thereunder, ; (iib) in the event that all conditions in the Subscription Agreements (other than conditions that the Purchaser or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereofat or prior to Closing; (iiic) confer with the Company regarding timing of the Expected expected Closing Date (as defined in the Subscription Agreements); and (ivd) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior as far in advance of the Closing as permitted by the Subscription Agreements; and (e) without limiting the Company’s rights to enforce certain of such Subscription Agreements in the First Mergerevent that all conditions in the Subscription Agreements (other than conditions that the Purchaser or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay to (or as directed by) the Purchaser the applicable portion of the PIPE Investment Amount, as applicable, set forth in the Subscription Agreements in accordance with their terms. Without limiting the generality of the foregoing, Acquiror the Purchaser shall give the Company, prompt written notice: (Aa) of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror Partythe Purchaser; (Cb) of the receipt of any material written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respectsAgreement; and (Dc) if Acquiror the Purchaser does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.
(b) If . The Purchaser shall deliver all or any portion of notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause the PIPE Investors to consummate the PIPE Investment becomes unavailable, (i) Acquiror concurrently with the Closing and shall use its commercially reasonable efforts take all actions required under any Subscription Agreements with respect to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to timely issuance and delivery of any portion physical certificates evidencing the shares of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Purchaser Class A Common Stock containing terms as and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In when required under any such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription Agreement.
Appears in 1 contract
PIPE Investment. (a) Unless otherwise approved in writing by the Company, no Acquiror Party Buyer shall not permit any material amendment or material modification to be made to, or any waiver (in whole or in part) of, any provision or provide remedy under, or consent to (including consent to termination)the termination or replacement of, of any provision under any of the PIPE Subscription Agreements in a manner adverse to the Company and/or its SubsidiariesCompany. Acquiror Buyer shall use commercially reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable necessary to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Subscription Agreements and to: (ia) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror Buyer in the PIPE Subscription Agreements and otherwise comply with its obligations thereunder, ; (iib) in the event that all conditions in the PIPE Subscription Agreements (other than conditions that Buyer or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate the transactions contemplated by the PIPE Subscription Agreements in accordance with the terms thereofat or prior to Closing; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (ivc) deliver notices to counterparties to the PIPE Subscription Agreements sufficiently in advance of the Closing in accordance with the terms of the PIPE Subscription Agreements; and (d) without limiting the Company’s rights to enforce certain of such PIPE Subscriptions Agreements thereunder or pursuant to Section 12.13, enforce its rights under the PIPE Subscription Agreements in the event that all conditions in the PIPE Subscription Agreements (other than conditions that Buyer or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause them the applicable PIPE Investors to fund pay to (or as directed by) Buyer the applicable portion of the PIPE Financing Amount, as applicable, set forth in the PIPE Subscription Agreements in accordance with their obligations immediately prior to the First Mergerterms. Without limiting the generality of the foregoing, Acquiror Buyer shall give the Company, Company prompt written notice: notice (Ai) of any amendment to any PIPE Subscription AgreementAgreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (Bii) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement PIPE Investor known to any Acquiror PartyBuyer; (Ciii) of the receipt of any material written notice or other written communication from any party to any Subscription Agreement PIPE Investor with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any PIPE Subscription Agreement or any provisions of any PIPE Subscription Agreement in any material respectsAgreement; and (Div) if Acquiror Buyer does not reasonably expect to receive all or any portion of the PIPE Investment Financing Amount on the terms, terms or in the manner or from contemplated by the PIPE Subscription Agreements. Buyer shall deliver all notices it is required to deliver under the PIPE Subscription Agreements on a timely basis in order to cause the PIPE Investors as contemplated by the Subscription Agreements.
(b) If all or any portion of to consummate the PIPE Investment becomes unavailable, (i) Acquiror shall use its commercially reasonable efforts immediately prior to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as of the date hereof (as determined in the reasonable good faith judgment of the Acquiror). In such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription AgreementClosing.
Appears in 1 contract
Samples: Merger Agreement (Mudrick Capital Acquisition Corp. II)
PIPE Investment. (a) Unless otherwise approved in writing by the Company, no Acquiror Party shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiaries. Acquiror Parent shall use commercially its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate arrange and obtain the transactions contemplated by the Subscription Agreements PIPE Investment on the terms and conditions described thereinset forth in the PIPE Documents, including maintaining in effect the Subscription Agreements and to: using Parent’s reasonable best efforts to (i) maintain in full force and effect the PIPE Documents in accordance with the terms thereof, (ii) satisfy in all respects on a timely basis all conditions and covenants to obtaining the PIPE Investment set forth in the PIPE Documents that are applicable to Acquiror in Parent or any of its Subsidiaries and within the Subscription Agreements control of Parent or any of its Subsidiaries, and otherwise comply with to consummate the PIPE Investment at or prior to the Closing, including using its obligations thereunder, (ii) in reasonable best efforts to cause the event that all conditions in investor parties thereto to fund the Subscription Agreements (other than those conditions that by their nature are to be satisfied PIPE Investment at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereof; (iii) confer comply on a timely basis with Parent’s obligations under the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); PIPE Documents and (iv) deliver notices enforce its rights under the PIPE Documents, including (at the request of the Company and only if Parent and its Subsidiaries have sufficient funds) by filing one or more lawsuits against the investor parties thereto to counterparties fully enforce the investors’ obligations (and the rights of Parent) thereunder or assigning the rights of Parent to bring such lawsuits to the Subscription Agreements sufficiently in advance Company so as to enable the Company to file such lawsuits against the investors on behalf of Parent. Parent shall provide the Closing to cause them to fund their obligations immediately prior Company with copies of all documents relating to the First Merger. Without limiting the generality of the foregoing, Acquiror PIPE Investment and shall give the Company, Company prompt written notice: notice upon becoming aware of (A) of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance thatwhich, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material breach or default) by any party to any Subscription Agreement known of the PIPE Documents, (B) any actual or potential failure to carry out any Acquiror Party; of the terms of any of the PIPE Documents, (C) of the receipt of any material notice actual or other communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation of any of the PIPE Documents by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respects; and thereto, (D) if Acquiror does not expect any material dispute or disagreement between or among any of the parties to receive any of the PIPE Documents or (E) the occurrence of an event or development that Parent reasonably expects to have a material and adverse impact on the ability of Parent to obtain all or any portion of the PIPE Investment Amount on Investment. Without the termsprior written consent of the Company, in the manner Parent shall not permit any amendment or from modification to be made to, or any waiver of any provision or remedy under, any of the PIPE Investors as contemplated by Documents (including, without limitation, any amendment, modification or waiver that (v) adversely affects the Subscription Agreements.
(b) If availability of all or any portion of the PIPE Investment becomes unavailableInvestment, (iw) Acquiror shall use its commercially reasonable efforts adversely affects the termination provisions of, or would result in the termination of, any of the PIPE Documents, (x) reduces the aggregate amount of the PIPE Investment, (y) imposes additional conditions precedent to obtain promptly the availability of the PIPE Investment or such portions thereof from alternative sources in an amount, when added amends or modifies any of the existing conditions to any portion the funding of the PIPE Investment that is available, equal or (z) adversely impacts the ability of Parent to enforce its rights against the investors under any of the PIPE Investment Amount (any alternative source(s) of financingDocuments), “Alternative PIPE Financing”) and (ii) in or release or consent to the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint termination of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in the Subscription Agreements entered into as obligations of the date hereof (as determined in the reasonable good faith judgment investors under any of the Acquiror). In such event, the term “PIPE Investment” as used in this Agreement shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock under any Alternative Subscription AgreementDocuments.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.)
PIPE Investment. (a) Unless otherwise approved in writing by the CompanyWejo, no Acquiror Party VOSO shall not permit any amendment or modification to be made to, or any waiver (in whole or in part) or provide consent to (including consent to termination), ) of any provision under or remedy under, or any replacements of, any of the Subscription Agreements in a manner adverse to the Company and/or its SubsidiariesAgreements. Acquiror VOSO and Limited shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (ia) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, ; (iib) in the event that all conditions in the Subscription Agreements (other than conditions that VOSO or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, as applicable, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereofat or prior to Closing; (iiic) confer with the Company Wejo regarding timing of the Expected Transaction Closing Date (as defined in the Subscription Agreements); and (ivd) deliver notices to the respective counterparties to the Subscription Agreements sufficiently in advance of at least five (5) Business Days prior to the Closing to cause them to fund their obligations immediately at least three (3) Business Days prior to the First Mergerdate that the Closing is scheduled to occur hereunder and (e) without limiting Wejo’s enforcement thereunder or pursuant Section 12.13, enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that VOSO, Limited or any of their respective Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable investors to pay to (or as directed by) VOSO the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements in accordance with their terms. Without limiting the generality of the foregoing, Acquiror VOSO shall give the CompanyWejo, prompt (and, in any event within one (1) Business Day) written notice: (Ai) of prior to any amendment to any Subscription AgreementAgreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (Bii) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror PartyVOSO; (Ciii) of the receipt of any material written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to of any Subscription Agreement or any provisions of any Subscription Agreement in any material respectssuch agreements; and (Div) if Acquiror VOSO does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as persons contemplated by the Subscription Agreements.
(b) If applicable agreements. VOSO and Limited shall deliver all or any portion of the PIPE Investment becomes unavailable, (i) Acquiror shall use its commercially reasonable efforts notices they are required to obtain promptly the PIPE Investment or such portions thereof from alternative sources in an amount, when added to any portion of the PIPE Investment that is available, equal the PIPE Investment Amount (any alternative source(s) of financing, “Alternative PIPE Financing”) and (ii) in the event that Acquiror is able to obtain any Alternative PIPE Financing, Acquiror shall use its commercially reasonable efforts to enter into a subscription agreement (each, an “Alternative Subscription Agreement”) that provides for the subscription and purchase of Pubco Common Stock containing terms and conditions no less favorable from the standpoint of the Company, Acquiror and the Affiliates of Acquiror party thereto than those in deliver under the Subscription Agreements entered into as of on a timely basis in order to cause the date hereof (as determined in applicable investors to consummate the reasonable good faith judgment of transactions contemplated thereunder concurrently with the Acquiror). In such eventClosing, the term “PIPE Investment” as used in this Agreement and Limited shall be deemed to include any Alternative PIPE Financing, the term “Subscription Agreements” as used in this Agreement shall be deemed to include any Alternative Subscription Agreement and the term “PIPE Investor” as used in this Agreement shall be deemed to include any Person that is subscribing for Pubco Common Stock take all actions required under any Alternative Subscription AgreementAgreements with respect to the timely issuance and registration of shares in book entry form as and when required thereunder or under side letters thereto.
Appears in 1 contract