Termination of Business Combination Agreement. This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void, and the parties shall not have any rights or obligations hereunder.
Termination of Business Combination Agreement. Notwithstanding anything to the contrary contained herein, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect upon the earlier of (i) the termination of the Business Combination Agreement pursuant to its terms and (ii) the date on which none of the Purchaser or any holder of Restricted Securities has any rights or obligations hereunder.
Termination of Business Combination Agreement. If the BCA is terminated, Xxxx or any successor entity of Slam agrees to effect the Share Issuance no later than two (2) business days following the closing of an Initial Business Combination with a different target company. To the extent that the business combination contemplated by the Business Combination Agreement is not consummated and Slam completes an Initial Business Combination with a different target company, all references to TopCo in Sections 1.1, 1.5, 1.6, 1.7, 2.4.5, 7.1 and 13 will refer to Slam or any successor entity of Slam (the “Alternate Issuer”).
Termination of Business Combination Agreement. Effective immediately, the BCA shall be terminated without further action on the part of the parties thereto, and none of the provisions of the BCA shall be of any further force or effect as of such time, including, without limitation, provisions of the BCA which by their terms would otherwise have survived the termination of the BCA. Notwithstanding the foregoing, Section 11.1 (Trust Account Waiver) of the BCA shall survive the termination of the BCA.
Termination of Business Combination Agreement. Effective immediately, the Company and Parent hereby mutually terminate the Business Combination Agreement pursuant to Section 10.1(a) of the Business Combination Agreement without further action on the part of the Parties. Notwithstanding anything to the contrary in Sections 10.2 of the Business Combination Agreement or any other provisions of the Business Combination Agreement, none of the provisions of the Business Combination Agreement shall be of any further force or effect as of the termination of the Business Combination Agreement pursuant to this Agreement, including provisions of the Business Combination Agreement which by their terms would otherwise have survived the termination of the Business Combination Agreement.
Termination of Business Combination Agreement. If the Business Combination Agreement among BHAC, NewCo, BH3 Merger Sub 1, LLC, Focus Impact BH3 Merger Sub 2, Inc. and XCF Global Capital, Inc., dated March 11, 2024 (the “Business Combination Agreement”) is terminated, BHAC or any successor entity of BHAC agrees to effect the Share Issuance no later than two (2) business days following the closing of an Initial Business Combination with a different target company. To the extent that the business combination contemplated by the Business Combination Agreement is not consummated and BHAC completes an Initial Business Combination with a different target company, all references to NewCo in Sections 1.1, 1.5, 1.6, 1.7, 2.4.5, 7.1 and 13 will refer to BHAC or any successor entity of BHAC (the “Alternate Issuer”).
Termination of Business Combination Agreement. In accordance with Section 11.1(a) and subject to the terms and provisions of this Agreement, the Business Combination Agreement shall be terminated by mutual written consent of the Parties effective as of the date of this Agreement. The effect of the termination of the Business Combination Agreement pursuant to this Agreement shall be as set forth in Section 11.2 of the Business Combination Agreement.
Termination of Business Combination Agreement. In accordance with Section 7.1(a) of the Business Combination Agreement and subject to the terms and provisions of this Termination Agreement, the Business Combination Agreement is hereby terminated by mutual written consent of the Parties effective as of the Effective Date. As of the Effective Date, all Parties’ right, title, and interest in and rights, duties and obligations with respect to the Business Combination Agreement will terminate and be of no further legal force or effect, except that, notwithstanding anything to the contrary contained in the Business Combination Agreement (together with the other documents and transactions contemplated thereby) or this Termination Agreement, the Confidentiality Agreement or any of the Ancillary Documents, (a) the terms set forth in Section 5.3(a) (Confidentiality and Access to Information), Section 7.2 (Effect of Termination), Article VIII (Miscellaneous) and any corresponding definitions set forth in Article I of the Business Combination Agreement, and no other provisions of the Business Combination Agreement, and (b) the Confidentiality Agreement (the foregoing clauses (a) and (b), collectively, the “Surviving Provisions”), shall survive the termination of the Business Combination Agreement and remain in full force and effect. The Parties further acknowledge and agree that, as of the Effective Date and by virtue of the termination of the Business Combination Agreement hereby, each of the Ancillary Agreements and the Indicative Term Sheet entered into as of July 22, 2022 by and between the Sponsor, SPAC and Company (the “Term Sheet”) shall terminate in accordance with its terms.
Termination of Business Combination Agreement. In accordance with Sections 9.01(a), 9.04 and 9.05 of the Business Combination Agreement and subject to the terms and provisions of this Termination Agreement, the Business Combination Agreement shall be terminated by mutual written consent of the Parties effective as of the Effective Date. As of the Effective Date, all Parties’ right, title, and interest in the Business Combination Agreement will terminate and be of no further legal force or effect, except that, notwithstanding anything to the contrary contained in the Business Combination Agreement, the Note Purchase Agreement (together with the other documents and transactions contemplated thereby), or any of the Transaction Documents, the terms set forth in Section 7.05(b) (Confidentiality), Section 9.03 (Expenses), Article X (General Provisions) and any corresponding definitions set forth in Article I of the Business Combination Agreement, and no others, shall survive the termination of the Business Combination Agreement and remain in full force and effect. The Parties further acknowledge and agree that, as of the Effective Date and by virtue of the termination of the Business Combination Agreement hereby, each of the Ancillary Agreements shall terminate in accordance with their terms, other than the Original FPA (as defined in the Second Amended and Restated Forward Purchase Agreement), which will be reinstated in accordance with its terms.
Termination of Business Combination Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder, and the Original Agreement shall automatically be reinstated and become in full force and effect in accordance with its terms as in effect prior to the execution and delivery of this Agreement by the parties hereto without any further action of the parties hereunder.
