PIPE Subscriptions. Unless otherwise approved in writing by the Company (which approval shall not be unreasonably withheld, conditioned or delayed), Acquiror shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Signing Subscription Agreements, in each case, other than as a result of any assignment or transfer contemplated therein or permitted thereby. Subject to the immediately preceding sentence and in the event that all conditions in the Signing Subscription Agreements have been satisfied, Acquiror shall use its reasonable best efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the Signing Subscription Agreements on the terms described therein, including using its reasonable best efforts to enforce its rights under the Signing Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Acquiror the applicable purchase price under each PIPE Investor’s applicable Signing Subscription Agreement in accordance with its terms. Following the date of this Agreement and prior to the Closing, Acquiror may enter into additional Subscription Agreements with PIPE Investors with the written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).
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Samples: Merger Agreement (ACE Convergence Acquisition Corp.)
PIPE Subscriptions. Unless otherwise approved in writing by the Company (which approval shall not be unreasonably withheldTopco, conditioned or delayed), Acquiror Horizon 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 terminatetermination), any provision or remedy under, or any replacements of, any of the Signing PIPE Subscription Agreements, in each case, other than as a result of any assignment or transfer contemplated therein or permitted thereby. Subject to the immediately preceding sentence and in the event that all conditions in the Signing Subscription Agreements have been satisfiedsentence, Acquiror Horizon shall use its reasonable best efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the Signing PIPE Subscription Agreements in all material respects on the terms described therein, including using its reasonable best efforts to enforce its rights under the Signing PIPE Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Acquiror Horizon the applicable purchase price under each PIPE Investor’s applicable Signing PIPE Subscription Agreement in accordance with its terms. Following In the date event that any PIPE Investor terminates, attempts to terminate or provides written notice to Horizon of this Agreement its intent to terminate such PIPE Investor’s obligations under its PIPE Subscription Agreement, then, notwithstanding, but subject to, the foregoing, Horizon shall be entitled to arrange for the purchase by third Persons of shares of Class A Common Stock in connection with the PIPE Subscriptions on the same terms and conditions as the other PIPE Investors have agreed pursuant to their respective PIPE Subscription Agreements; provided that such third Persons shall be reasonably acceptable to Topco as confirmed in writing by Topco prior to the Closing, Acquiror may enter Horizon’s entry into additional a PIPE Subscription Agreements Agreement with PIPE Investors with the written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)such third Persons.
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PIPE Subscriptions. Unless otherwise approved in writing by the Company (which approval shall not be unreasonably withheldCompany, conditioned or delayed), Acquiror Sandbridge 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 terminate), termination) any provision or remedy under, or any replacements of, any of the Signing Subscription Agreements; provided, that any modification or waiver that is solely ministerial in each case, other than as a result nature or otherwise immaterial shall not require the prior written consent of any assignment or transfer contemplated therein or permitted therebythe Company. Subject to the immediately preceding sentence and in the event that all conditions in the Signing Subscription Agreements have been satisfiedsentence, Acquiror Sandbridge shall use its reasonable best efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the Signing Subscription Agreements in all material respects on the terms described therein, including using its reasonable best efforts to enforce its rights under the Signing Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Acquiror Sandbridge the applicable purchase price under each PIPE Investor’s applicable Signing Subscription Agreement in accordance with its terms. Following In the date event that any PIPE Investor terminates, attempts to terminate or provides written notice to Sandbridge of its intent to terminate such PIPE Investor’s obligations under its Subscription Agreement, then, notwithstanding the restrictions on replacements in the foregoing, Sandbridge shall be entitled to arrange for the purchase by third Persons of the subject shares of Sandbridge Class A Common Stock in connection with the transactions contemplated by this Agreement on the same terms and conditions as the other PIPE Investors have agreed pursuant to their respective Subscription Agreements; provided that such third Persons shall be reasonably acceptable to the Company as confirmed in writing by the Company prior to the Closing, Acquiror may enter Sandbridge’s entry into additional a Subscription Agreements Agreement with PIPE Investors with the written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)such third Persons.
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Samples: Business Combination Agreement (Sandbridge Acquisition Corp)
PIPE Subscriptions. Unless otherwise approved in writing by the Company (which approval shall not be unreasonably withheld, conditioned or delayed)Grosvenor Capital, Acquiror shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminatetermination), any provision or remedy under, or any replacements of, any of the Signing PIPE Subscription Agreements, in each case, other than as a result of any assignment or transfer contemplated therein or permitted thereby. Subject to the immediately preceding sentence and in the event that all conditions in the Signing Subscription Agreements have been satisfiedsentence, Acquiror shall use its reasonable best efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the Signing PIPE Subscription Agreements in all material respects on the terms described therein, including using its reasonable best efforts to enforce its rights under the Signing Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Acquiror the applicable purchase price under each PIPE Investor’s applicable Signing PIPE Subscription Agreement in accordance with its terms. Following In the date event that any PIPE Investor terminates, attempts to terminate or provides written notice to Acquiror of this Agreement its intent to terminate such PIPE Investor’s obligations under its PIPE Subscription Agreement, then, notwithstanding the restrictions on replacements in the foregoing, Acquiror shall be entitled to arrange for the purchase by third Persons of shares of Class A Common Stock in connection with the GCM PubCo Equity Investments on the same terms and conditions as the other PIPE Investors have agreed pursuant to their respective PIPE Subscription Agreements; provided that such third Persons shall be reasonably acceptable to Grosvenor Holdings as confirmed in writing by Grosvenor Holdings prior to the Closing, Acquiror may enter Acquiror’s entry into additional a PIPE Subscription Agreements Agreement with PIPE Investors with the written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)such third Persons.
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