Termination of Business Combination Agreement Sample Contracts

TERMINATION OF BUSINESS COMBINATION AGREEMENT
Termination of Business Combination Agreement • November 10th, 2021 • Velocity Acquisition Corp. • Retail-catalog & mail-order houses • Delaware

Termination of Business Combination Agreement, dated as of November 9, 2021 (this “Termination Agreement”) among Velocity Acquisition Corp., a Delaware corporation (“Velocity”), VBLG Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), VBLG Blocker Merger Sub, LLC, a Delaware limited liability company (“Blocker Merger Sub”, and together with Velocity and Company Merger Sub, the “Velocity Parties”), BBQ Holding, LLC, a Delaware limited liability company (the “Company”), BVP BBQ Blocker, LP, a Delaware limited partnership (“Blocker”) and BVP BBQ General Partner, LLC, a Delaware limited liability company (the “BVP GP”), solely in its capacity as representative of the Blocker Owners and the Company Unitholders (the “Seller Representative”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Section references used herein are to the respective sections of the BCA. The Velocity Parties, the Company, B

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TERMINATION OF BUSINESS COMBINATION AGREEMENT
Termination of Business Combination Agreement • December 20th, 2023 • Jupiter Acquisition Corp • Blank checks

This Termination of Business Combination Agreement, dated as of December 19, 2023 (this “Termination”), is by and among Jupiter Acquisition Corporation, a Delaware corporation (“Jupiter”), 1427702 B.C. Ltd., a corporation organized under the laws of British Columbia, Canada (“TopCo”), Filament Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), and Filament Health Corp., a corporation organized under the laws of British Columbia, Canada (the “Company”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Jupiter, TopCo, Merger Sub and the Company are collectively referred to as the “Parties” and each as a “Party”.

TERMINATION OF BUSINESS COMBINATION AGREEMENT
Termination of Business Combination Agreement • August 8th, 2023 • Golden Falcon Acquisition Corp. • Blank checks

This Termination of Business Combination Agreement, dated as of August 8, 2023 (this “Termination”) is by and among Golden Falcon Acquisition Corp., a Delaware corporation (“Golden Falcon”), MNG Havayollari ve Taşımacılık A.Ş., a joint stock corporation organized under the laws of Turkey (“MNG”), Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNG (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“FinCo”), and Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo (“Merger Sub”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Section references used herein are to the respective sections of the BCA. Golden Falcon, MNG, Hold

TERMINATION OF BUSINESS COMBINATION AGREEMENT
Termination of Business Combination Agreement • January 26th, 2022 • Omnichannel Acquisition Corp. • Fire, marine & casualty insurance • Delaware

Termination of Business Combination Agreement, dated as of January 26, 2022 (this “Termination Agreement”) among Omnichannel Acquisition Corp., a Delaware corporation (“Omnichannel”), Omnichannel Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Kin Insurance, Inc., a Delaware corporation (“Kin”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Section references used herein are to the respective sections of the BCA. Omnichannel, Merger Sub and Kin are collectively referred to as the “Parties” and each as a “Party”.

Mutual Termination of Business Combination Agreement
Termination of Business Combination Agreement • March 14th, 2022 • Rosecliff Acquisition Corp I • Blank checks • New York

This Mutual Termination of Business Combination Agreement (this “Agreement”), dated as of March 11, 2022, is entered into by and between Rosecliff Acquisition Corp I, a Delaware corporation (“Rosecliff”), and GT Gettaxi Limited, a Cyprus corporation (“the Company”) (each, a “Party” and collectively, the “Parties”).

TERMINATION OF BUSINESS COMBINATION AGREEMENT
Termination of Business Combination Agreement • August 23rd, 2023 • Spree Acquisition Corp. 1 LTD • Services-business services, nec

Termination of Business Combination Agreement, dated as of August 23, 2023 (this “Termination”), between Spree Acquisition Corp. 1 Limited, an exempted company with limited liability incorporated in the Cayman Islands (“Spree”), and WHC Worldwide, LLC, a Missouri limited liability company doing business as zTrip® (the “Company”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Spree and the Company are collectively referred to as the “Parties” and each as a “Party”.

TERMINATION OF BUSINESS COMBINATION AGREEMENT
Termination of Business Combination Agreement • August 21st, 2023 • Ross Acquisition Corp II • Blank checks

THIS TERMINATION OF BUSINESS COMBINATION AGREEMENT (this “Termination Agreement”) is entered into as of August 21, 2023 (the “Termination Date”), by and between (i) Ross Acquisition Corp II, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), (ii) APRINOIA Therapeutics Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), (iii) APRINOIA Therapeutics Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”), (iv) APRINOIA Therapeutics Merger Sub 1, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”), (v) APRINOIA Therapeutics Merger Sub 2, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned subsidiary of SPAC (“Merger Sub 2”) and (vi)

TERMINATION OF BUSINESS COMBINATION AGREEMENT
Termination of Business Combination Agreement • May 20th, 2019 • PENSARE ACQUISITION Corp • Blank checks

Termination of Business Combination Agreement, dated as of May 20, 2019 (this “Termination”), between Pensare Acquisition Corp., a Delaware corporation (“Pensare”), and U.S. Telepacific Holdings Corp., a Delaware corporation (“TPx”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Section references used herein are to the respective sections of the BCA.

TERMINATION OF BUSINESS COMBINATION AGREEMENT
Termination of Business Combination Agreement • July 23rd, 2021 • DPCM Capital, Inc. • Blank checks

Termination of Business Combination Agreement, dated as of July 23, 2021 (this “Termination”), among DPCM Capital, Inc., a Delaware corporation (“DPCM”), VNNA Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of DPCM (“Merger Sub”), CDPM Sponsor Group, LLC, a Delaware limited liability company and sponsor of the Company (“Sponsor”), Jam City, Inc., a Delaware corporation (“JC”), and New Jam City, LLC, a Delaware limited liability company and wholly owned subsidiary of JC (“New JC LLC”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Section references used herein are to the respective sections of the BCA. DPCM, Merger Sub, Sponsor, JC and New JC LLC are collectively referred to as the “Parties” and each as a “Party”.

TERMINATION OF BUSINESS COMBINATION AGREEMENT
Termination of Business Combination Agreement • May 22nd, 2024 • Maquia Capital Acquisition Corp • Services-prepackaged software

This Termination of Business Combination Agreement, dated as of May 20, 2024 (this “Termination”) is by and among Maquia Capital Acquisition Corporation, a Delaware corporation (“SPAC”), Maquia Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Immersed Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company are sometimes referred to individually as a “Party” and, collectively, as “Parties”.

TERMINATION OF BUSINESS COMBINATION AGREEMENT
Termination of Business Combination Agreement • April 5th, 2022 • MDH Acquisition Corp. • Blank checks

This TERMINATION OF BUSINESS COMBINATION AGREEMENT, dated as of April 1, 2022 (this “Agreement”), is entered into by and between OP Group Holdings, LLC, a Delaware limited liability company (the “Company”), and MDH Acquisition Corp., a Delaware corporation (“MDH” and together with the Company, the “Parties”).

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