PIPE Subscription Agreements. Unless otherwise approved in writing by the Company, HTP shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the PIPE Subscription Agreements in any manner other than any modification or waiver that is solely ministerial in nature and does not affect any economic or any other material term (including any conditions to closing) of a PIPE Subscription Agreement shall not require the prior written consent of the Company. HTP shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including using reasonable best efforts to maintain in effect the PIPE Subscription Agreements and to: (a) satisfy on a timely basis all conditions and covenants applicable to HTP in the PIPE Subscription Agreements and otherwise comply with its obligations thereunder, (b) if all conditions in the PIPE Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied) have been satisfied, consummate the transactions contemplated by the PIPE Subscription Agreements at or prior to the Closing; (c) deliver notices to counterparties to the PIPE Subscription Agreements as required by and in the manner set forth in the PIPE Subscription Agreements in order to cause timely funding in advance of the Closing; and (d) without limiting the Company’s rights to enforce the PIPE Subscription Agreements, enforce HTP’s rights under the PIPE Subscription Agreements, subject to all provisions thereof, if all conditions in the PIPE Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied) have been satisfied, to cause the PIPE Investors to pay to (or as directed by) HTP the applicable purchase price under each PIPE Investor’s applicable PIPE Subscription Agreement in accordance with its terms.
Appears in 2 contracts
Samples: Merger Agreement (Highland Transcend Partners I Corp.), Merger Agreement (Highland Transcend Partners I Corp.)
PIPE Subscription Agreements. Unless otherwise approved in writing Prior to entry by Pubco into any PIPE Subscription Agreements or any other agreement related to the Companyissuance of any Equity Securities, HTP shall not permit any amendment or modification to be made unless SPAC is a party to, or any waiver of any provision or remedy under, or any replacements or terminations otherwise consents to the terms of, any such agreement, Pubco shall provide SPAC with each such agreement prior to its execution and provide SPAC reasonable time to review and comment thereon and shall consider in good faith any comments from SPAC with respect to any such agreement. Pubco will promptly deliver to the Company true, correct and complete copies of each of the fully executed PIPE Subscription Agreements in any manner other than any modification or waiver that is solely ministerial in nature upon execution thereof, pursuant to which the PIPE Investors will have committed, subject to the terms and does not affect any economic or any other material term (including any conditions therein, to closing) of a PIPE Subscription Agreement shall not require purchase Pubco Ordinary Shares immediately following the Share Contribution Closing and prior written consent to the Second Merger Closing. Each of the Company. HTP Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including using reasonable best efforts to maintain maintaining in effect the PIPE Subscription Agreements and to: (a) satisfy on a timely basis all conditions and covenants applicable to HTP it in the PIPE Subscription Agreements and otherwise comply with its obligations thereunder, ; (b) if in the event that all conditions in the PIPE Subscription Agreements (other than conditions that another of them or its Affiliates controls the satisfaction of and other than those conditions that by their nature are to be satisfied at following the ClosingShare Contribution, but which conditions are then capable of being satisfiedsubject to their satisfaction following the Share Contribution) have been satisfied, consummate the transactions contemplated by PIPE Subscriptions immediately following the Share Contribution; (c) confer with the other parties regarding timing of the expected Share Contribution Effective Time (as defined in the PIPE Subscription Agreements at or prior to the Closing; Agreements); (cd) deliver notices to the counterparties to the PIPE Subscription Agreements as required by and in the manner set forth in the PIPE Subscription Agreements in order to cause timely funding sufficiently in advance of the Closing; and (d) without limiting Share Contribution Effective Time to cause them to fund their obligations as far in advance of the Company’s rights to enforce Share Contribution Effective Time as permitted by the PIPE Subscription Agreements, enforce HTP’s rights under the ; and (e) cause each PIPE Subscription Agreements, subject to all provisions thereof, if all conditions in the PIPE Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied) have been satisfied, to cause the PIPE Investors Investor to pay to (or as directed by) HTP Pubco the applicable purchase price under each PIPE Investor’s applicable portion of its investment amount, set forth in the respective PIPE Subscription Agreement Agreement, in accordance with its terms. Pubco shall take all actions required under the PIPE Subscription Agreements with respect to the timely book-entry or issuance and delivery of any physical certificates evidencing Pubco Ordinary Shares as and when required under any such PIPE Subscription Agreements. Without limiting the generality of the foregoing, Pubco shall give SPAC and the Company prompt (and, in any event within five Business Days) written notice: (x) of any breach or default (or any event or circumstance that, with notice, could give rise to any breach or default) by any party to any PIPE Subscription Agreement known to Pubco; (y) of the receipt of any written notice or other communication from any party to any PIPE Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by such party to any PIPE Subscription Agreement or any provisions of any PIPE Subscription Agreement; and (z) if Pubco does not expect to receive all or any portion of the investment amounts on the terms or in the manner contemplated by the PIPE Subscription Agreements.
Appears in 2 contracts
Samples: Business Combination Agreement (Investcorp Europe Acquisition Corp I), Business Combination Agreement (OpSec Holdings)
PIPE Subscription Agreements. Unless otherwise approved (a) MAAC shall use its reasonable best efforts to (i) obtain the PIPE Financing, enforce the obligations of the PIPE Investors under the PIPE Subscription Agreements, and consummate the purchases contemplated by the PIPE Subscription Agreements, in writing each case, on the terms and subject to the conditions set forth in the PIPE Subscription Agreements, (ii) satisfy all conditions to the PIPE Financing set forth in the PIPE Subscription Agreements that are within its control, and (iii) satisfy and comply with its obligations under the PIPE Subscription Agreements; provided, however, that (a) MAAC shall be deemed to have satisfied its obligations under this sentence if the PIPE Financing contemplated by any underlying PIPE Subscription Agreement has been funded or will be funded on its terms substantially concurrently with the occurrence of the Closing and (b) for the avoidance of doubt, any breach, or failure to perform or comply with, any provision of a PIPE Subscription Agreement by a PIPE Investor shall not, in and of itself, be deemed to be a breach of, or failure to perform or comply with, this sentence. The Company shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its Representatives to, cooperate with MAAC and its Representatives in connection with the matters specified in this Section 5.23. If reasonably requested by the Company, HTP shall not permit MAAC shall, to the extent it has such rights under the applicable PIPE Subscription Agreement, waive any amendment or modification to be made to, or any waiver breach of any provision representation, warranty, covenant or remedy under, or any replacements or terminations of, agreement under a PIPE Subscription Agreement by a PIPE Investor to the extent necessary to cause the satisfaction of the conditions to closing of the PIPE Financing set forth in the PIPE Subscription Agreements and solely for the purpose of consummating the Closing, provided that (i) any such waiver may (in MAAC’s sole discretion) be subject to, and conditioned upon, the Closing occurring and the substantially concurrent funding of such PIPE Financing, (ii) subject to, and condition upon, the Closing occurring substantially concurrent funding of the PIPE Financing, the Company also waives any manner other than such breach to the extent the Company is a third party beneficiary of the provision that was so breached and (iii) any such waiver shall be subject to the rights of the placement agent, as applicable, under such PIPE Subscription Agreement with respect to such waiver.
(b) MAAC shall not amend, modify or waive any provisions of any PIPE Subscription Agreement without the prior written consent of the Company; provided that any amendment, modification or waiver that is solely ministerial in nature and or otherwise immaterial, and, in each case, that does not affect any economic or any other material term (including any conditions to closing) of a PIPE Subscription Agreement term, shall not require the prior written consent of the Company. HTP , so long as MAAC has provided to the Company no less than two (2) Business Days written notice of such amendment, modification or waiver, it being understood, but without limiting the foregoing, that it shall use its reasonable best efforts be deemed material if any amendment, modification or waiver (i) reduces the amount of the PIPE Financing available under such PIPE Subscription Agreement or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to takethe receipt of the PIPE Financing under such PIPE Subscription Agreement.
(c) MAAC shall (i) promptly notify the Company upon having knowledge of any material breach or default under, or cause termination of, any PIPE Subscription Agreement (including any refusal or repudiation by any PIPE Investor with respect to be taken, all actions and do, or cause its obligation and/or ability to be done, all things necessary, proper or advisable to consummate provide the transactions full financing contemplated by the applicable PIPE Subscription Agreements on the terms and conditions described thereinAgreement), including using reasonable best efforts (ii) prior to maintain in effect the delivering any written notice to a PIPE Investor with respect to any PIPE Subscription Agreements Agreement, deliver such written notice to the Company for its prior review and to: consent (awhich consent shall not be unreasonably withheld, conditioned or delayed), and (iii) satisfy on a timely basis all conditions promptly, and covenants applicable to HTP in any event, within two (2) Business Days following the Company’s reasonable request, deliver the Closing Notice (as defined in the PIPE Subscription Agreements and otherwise comply with its obligations thereunder, (bAgreements) to the PIPE Investors if all conditions in to the delivery of such notice under the PIPE Subscription Agreements Agreement have been satisfied and all of the conditions to the Closing set forth in Article 6 have been satisfied or waived (other than those conditions that that, by their nature nature, are to be satisfied at the Closing, but which conditions are then capable that would, as of being satisfied) have been satisfiedsuch date, consummate the transactions contemplated by the PIPE Subscription Agreements at or prior to the Closing; (c) deliver notices to counterparties to the PIPE Subscription Agreements as required by and in the manner set forth in the PIPE Subscription Agreements in order to cause timely funding in advance of the Closing; and (d) without limiting the Company’s rights to enforce the PIPE Subscription Agreements, enforce HTP’s rights under the PIPE Subscription Agreements, subject to all provisions thereof, if all conditions in the PIPE Subscription Agreements (other than those conditions that by their nature are reasonably be expected to be satisfied at if the Closing, but which conditions are then capable of being satisfied) have been satisfied, Closing were to cause the PIPE Investors to pay to (or as directed by) HTP the applicable purchase price under each PIPE Investor’s applicable PIPE Subscription Agreement in accordance with its termsoccur).
Appears in 1 contract
Samples: Business Combination Agreement (Montes Archimedes Acquisition Corp)
PIPE Subscription Agreements. Unless otherwise approved in writing by From the Company, HTP shall not permit any amendment or modification to be made to, or any waiver date of any provision or remedy under, or any replacements or terminations of, this Agreement until the PIPE Subscription Agreements in any manner other than any modification or waiver that is solely ministerial in nature and does not affect any economic or any other material term (including any conditions to closing) of a PIPE Subscription Agreement shall not require the prior written consent earlier of the Company. HTP Closing or the termination of this Agreement in accordance with its terms, (a) Tailwind shall use its reasonable best efforts to takecomply with its obligations, or cause to be takenand enforce its rights, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by under the PIPE Subscription Agreements on the terms and subject to the conditions described therein, including using reasonable best efforts to maintain set forth in effect this Agreement and the PIPE Subscription Agreements and to: (ab) satisfy the Company may cause Tailwind to enforce its right under each PIPE Subscription Agreement on the terms and subject to the conditions set forth in this Agreement and each PIPE Subscription Agreement; provided, however, that (i) Tailwind shall be deemed to have satisfied its obligations under this sentence if the PIPE Financing contemplated by any underlying PIPE Subscription Agreement has been funded or will be funded substantially concurrently with the occurrence of the Closing and (ii) for the avoidance of doubt, any breach, or failure to perform or comply with, any provision of a timely basis all conditions PIPE Subscription Agreement by a PIPE Investor shall not, in and covenants applicable of itself, be deemed to HTP in be a breach of, or failure to perform or comply with, this sentence. Tailwind shall, after having knowledge thereof, give the Company prompt notice of any material breach by any party to any of the PIPE Subscription Agreements and otherwise comply with of any termination (or the receipt of any written notice of any alleged or purported termination) of any of the PIPE Subscription Agreements. Tailwind shall not agree to any amendment or modification to, or any waiver of any material provision that requires its obligations thereunderagreement under, (b) if all conditions in any of the PIPE Subscription Agreements if such amendment, modification or waiver (other than those conditions that by their nature are A) would reasonably be expected, as the time of such amendment, modification or waiver, to be satisfied at materially delay the occurrence of the Closing, but which conditions are then capable (B) reduces the aggregate amount of being satisfied) have been satisfied, consummate the transactions contemplated by the PIPE Subscription Agreements Financing in any material respect, (C) adds or imposes new material conditions to, or amends in any material respect the existing conditions in a manner that would be reasonably expected to, at the time of such amendment, materially delay the consummation of the PIPE Financing or prior (D) is materially adverse to the Closing; (c) deliver notices to counterparties to the PIPE Subscription Agreements as required by and in the manner set forth in the PIPE Subscription Agreements in order to cause timely funding in advance interests of the Closing; and (d) without limiting the Company’s rights to enforce the PIPE Subscription Agreements, enforce HTP’s rights under the PIPE Subscription Agreements, subject to all provisions thereof, if all conditions in the PIPE Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied) have been satisfied, to cause the PIPE Investors to pay to (or as directed by) HTP the applicable purchase price under each PIPE Investor’s applicable PIPE Subscription Agreement in accordance with its terms.
Appears in 1 contract
Samples: Business Combination Agreement (Tailwind Acquisition Corp.)
PIPE Subscription Agreements. Unless otherwise approved in writing by the Company, HTP DSAC shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the PIPE Subscription Agreements in any manner other than to reflect any modification permitted assignments or waiver that is solely ministerial in nature and does not affect any economic or any other material term (including any conditions to closing) transfers of a the PIPE Subscription Agreement shall not require Agreements by the prior written consent of applicable PIPE Investors pursuant to the CompanyPIPE Subscription Agreements. HTP DSAC shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including using its reasonable best efforts to maintain in effect the PIPE Subscription Agreements and to: (a) satisfy on a timely basis all conditions and covenants applicable to HTP in the PIPE Subscription Agreements and otherwise comply with enforce its obligations thereunder, (b) if all conditions in the PIPE Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied) have been satisfied, consummate the transactions contemplated by the PIPE Subscription Agreements at or prior to the Closing; (c) deliver notices to counterparties to the PIPE Subscription Agreements as required by and in the manner set forth in the PIPE Subscription Agreements in order to cause timely funding in advance of the Closing; and (d) without limiting the Company’s rights to enforce the PIPE Subscription Agreements, enforce HTP’s rights under the PIPE Subscription Agreements, subject to all provisions thereof, if all conditions in the PIPE Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied) have been satisfied, to cause the PIPE Investors to pay to (or as directed by) HTP DSAC the applicable purchase price under each PIPE Investor’s applicable PIPE Subscription Agreement in accordance with its terms. Without limiting the generality of the foregoing, DSAC shall give the Company prompt (under the circumstances) written notice: (A) of any amendment to any PIPE Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to any PIPE Subscription Agreement known to DSAC; (C) of the receipt of any written notice or other written communication from any party to any PIPE Subscription Agreement with respect to any actual, potential 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; and (D) of any underfunding of any amount under any PIPE Subscription Agreement.
Appears in 1 contract
Samples: Merger Agreement (Duddell Street Acquisition Corp.)
PIPE Subscription Agreements. Unless otherwise approved AJAX, the Company and Listco shall each use its reasonable best efforts to satisfy the conditions of the PIPE Investors’ closing obligations contained in writing by the CompanyPIPE Subscription Agreements, HTP and consummate the transactions contemplated thereby. The AJAX Parties shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the PIPE Subscription Agreements in any manner other than any modification or waiver that is solely ministerial in nature and does not affect any economic or any other material term (including any conditions to closinga) as expressly provide for by the terms of a the PIPE Subscription Agreement shall not require Agreements or (b) to reflect any permitted assignments or transfers of the PIPE Subscription Agreements by the PIPE Investors pursuant to the PIPE Subscription Agreements, without the prior written consent of the Company. HTP shall use its reasonable best efforts to take, or cause Company (such consent not to be takenunreasonably withheld, all actions and doconditioned or delayed; provided that the Parties acknowledge that any purposed amendment, modification or cause waiver of the PIPE Subscription Agreements (i) that affects the offering price of the Listco Shares pursuant to be donethe PIPE Subscription Agreements, all things necessary(ii) that reduces the Aggregate Closing PIPE Proceeds, proper or advisable (iii) that adds additional conditions to the obligations of the PIPE Investors to consummate the transactions contemplated by the PIPE Subscription Agreements on or (iv) provides for additional post-Closing obligations of Listco or the terms Company, may be rejected by the Company in its sole discretion). Without limiting the generality of the foregoing, The AJAX Parties shall give the Company prompt (and conditions described thereinin any event within two (2) Business Days) written notice: (i) of any proposed amendment to any PIPE Subscription Agreement, including using (ii) any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Subscription Agreement known to the AJAX Parties, and (iii) the receipt of any written notice or other written communication from any party to any PIPE Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any PIPE Subscription Agreement or any provisions of any PIPE Subscription Agreement. If any PIPE Subscription Agreement expires or is terminated, withdrawn or repudiated by any party thereto prior to the Closing, such that the Aggregate Closing PIPE Proceeds is expected to be below $650,000,000, the AJAX Parties shall use their respective reasonable best efforts efforts, prior to maintain in effect the Closing, to procure one or more investors to enter into PIPE Subscription Agreements with AJAX and to: (a) satisfy on a timely basis all conditions and covenants applicable to HTP in Listco for the PIPE Subscription Agreements Financing in form and otherwise comply with its obligations thereunder, (b) if all conditions in the PIPE Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied) have been satisfied, consummate the transactions contemplated by the PIPE Subscription Agreements at or prior substance reasonably satisfactory to the Closing; (c) deliver notices to counterparties to Company and on the PIPE Subscription Agreements as required by same terms and in the manner set forth in same amount at least equal to the amount of the PIPE Subscription Agreements in order to cause timely funding in advance of the Closing; and (d) without limiting the Company’s rights to enforce the PIPE Subscription Agreements, enforce HTP’s rights Financing under the PIPE Subscription AgreementsAgreement(s) that have expired or been terminated, subject to all provisions thereof, if all conditions in the PIPE Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied) have been satisfied, to cause the PIPE Investors to pay to (withdrawn or as directed by) HTP the applicable purchase price under each PIPE Investor’s applicable PIPE Subscription Agreement in accordance with its termsrepudiated.
Appears in 1 contract