Conditions to Obligations. OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
Conditions to Obligations. (a) The obligations of the parties hereto to consummate the Distribution are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions:
(i) Sun’s stockholders shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger;
(ii) the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed;
(iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance;
(iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock;
(v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger;
(vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger;
(vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger;
(viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun;
(ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties;
(x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and
(xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waived.
(b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the co...
Conditions to Obligations. The obligations of the Company to sell the Shares to the Underwriters and the obligation of the Underwriters to purchase and pay for the Shares to be delivered at each Time of Delivery, shall be subject to the following conditions:
(a) Subsequent to the execution and delivery of this Agreement and prior to the Time of Delivery, there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its Subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in the Underwriters' judgment, is material and adverse and that makes it, in the Underwriters' reasonable and good faith judgment, impracticable to market the Shares as contemplated hereby.
(b) The Underwriters shall have received at the Time of Delivery a certificate, dated the Time of Delivery and signed by an officer of the Company, to the effect set forth in Section 7(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Time of Delivery and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Time of Delivery. The officer signing and delivering such certificate may rely upon his or her knowledge as to threatened proceedings.
(c) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company or the Underwriters, shall be contemplated by the Commission.
(d) The Underwriters shall have received at the Time of Delivery an opinion of Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, dated the Time of Delivery, to the effect that:
(i) each of the Company and each Subsidiary has been duly incorporated or formed, is validly existing as corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporation or formation, has the corporate or limited liability company power and authority to own its property and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in Delaware and Virgini...
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law:
Conditions to Obligations. Section 8.1 Conditions to Obligations of Acquiror, Merger Sub and the Company 80 Section 8.2 Conditions to Obligations of Acquiror and Merger Sub 81 Section 8.3 Conditions to the Obligations of the Company 82 Article IX TERMINATION/EFFECTIVENESS Section 9.1 Termination 82 Section 9.2 Effect of Termination 84 Section 9.3 Certain Transaction Expenses 84 Article X MISCELLANEOUS Section 10.1 Trust Account Waiver 84 Section 10.2 Waiver 85 Section 10.3 Notices 85 Section 10.4 Assignment 86 Section 10.5 Rights of Third Parties 86 Section 10.6 Expenses 86 Section 10.7 Governing Law 86 Section 10.8 Headings; Counterparts 86 Section 10.9 Company and Acquiror Disclosure Letters 87 Section 10.10 Entire Agreement 87 Section 10.11 Amendments 87 Section 10.12 Publicity 87 Section 10.13 Severability 88 Section 10.14 Jurisdiction; Waiver of Jury Trial 88 Section 10.15 Enforcement 88 Section 10.16 Non-Recourse 89 Section 10.17 Non-Survival of Representations, Warranties and Covenants 89 Section 10.18 Conflicts and Privilege 89 Exhibit A Form of PIPE Subscription Agreement Exhibit B-1 Form of Stockholder Support Agreement Exhibit B-2 Form of Consent of Holder Exhibit C Form of Sponsor Support Agreement Exhibit D Form of Lock-Up Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Surviving Corporation Charter Exhibit G Form of Surviving Corporation Bylaws Exhibit H Form of New Acquiror Charter Exhibit I Form of New Acquiror Bylaws Exhibit J Form of Equity Incentive Plan This Agreement and Plan of Merger, dated as of February 17, 2021 (this “Agreement”), is made and entered into by and among (i) CF Finance Acquisition Corp. III, a Delaware corporation (“Acquiror”), (ii) Meliora Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and (iii) AEye, Inc., a Delaware corporation (the “Company”).
Conditions to Obligations. 7.1 Conditions to the Purchaser's Obligations. The obligations of Purchaser to purchase the Property from Seller and to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at all times following the Effective Date and as of the Closing (or such other time period specified below), of each of the following conditions:
a. All of the representations and warranties of Seller set forth in this Agreement shall be true in all material respects and Seller shall deliver a Closing Certificate in substantially the same form attached hereto as Exhibit D updating such representations and warranties.
b. Seller shall have delivered, performed, observed and complied with, all of the items, instruments, documents, covenants, agreements and conditions required by this Agreement to be delivered, performed, observed and complied with by it prior to, or as of, the Closing.
c. Seller shall not be in receivership or dissolution or have made any assignment for the benefit of creditors, or admitted in writing its inability to pay its debts as they mature, or have been adjudicated a bankrupt, or have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any state and no such petition shall have been filed against it.
d. No material or substantial adverse change shall have occurred with respect to the condition, financial or otherwise, of the Seller or the Property.
e. Neither the Property nor any part thereof or interest therein shall have been taken by execution or other process of law in any action prior to Closing.
f. Seller shall have obtained and delivered to Purchaser a current report, dated no more than ten (10) days prior to this Agreement, from a licensed pest control company reasonably acceptable to Purchaser, and which must show the Property to be free of all termite, or other destructive insect and pest infestation.
g. During the Review Period, Seller shall have obtained at Seller's expense and delivered to Purchaser a Phase I environmental site assessment report, dated no more than 60 days prior to this Agreement, and performed by a licensed firm.
h. During the Review Period, Purchaser shall have satisfactorily completed an inspection of the Property with respect to the physical condition thereof by agents or contractors selected by Purchaser.
i. During the Review Period, Pur...
Conditions to Obligations. OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:
Conditions to Obligations. 7.1 Conditions to the Purchaser's Obligations . . . . . . . . . . . . . . 7.2 Failure of Conditions to Purchaser's Obligations . . . . . . . . . . .
Conditions to Obligations. OF EACH PARTY. The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 7.5:
Conditions to Obligations. The obligations of the Company to sell the Shares to the Underwriters and the obligation of the Underwriters to purchase and pay for the Shares to be delivered at each Time of Delivery, shall be subject to the following conditions:
