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. The following conditions must be satisfied (or waived by Parent) prior to the Parties becoming obligated to complete the Distribution:
(a) Final approval of the Distribution shall have been given by the Board of Directors of Parent in its sole discretion.
(b) The actions and filings necessary or appropriate under federal and state securities laws and state blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the Distribution (including, if applicable, any actions and filings relating to the Information Statement) shall have been taken and, where applicable, have become effective or been accepted.
(c) The Spinco Common Stock to be issued in the Distribution shall have been accepted for listing on the New York Stock Exchange, Inc., subject to official notice of issuance.
(d) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the completion of the Separation, the Contribution or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect.
(e) A private letter ruling from the Internal Revenue Service, in form and substance satisfactory to Parent, shall have been obtained, and shall continue in effect, to the effect that no gain or loss will be recognized by Parent, Spinco, or Parent’s or Spinco’s shareholders for federal income tax purposes as a result of the Distribution or the Contribution.
(f) All required consents and approvals in connection with the transactions contemplated hereby shall have been received or provided, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (A) the ability of the parties to complete the transactions contemplated by this Agreement and the Ancillary Agreements or (B) the business, assets, liabilities, financial condition or results of operations of Spinco and its subsidiaries, taken as a whole.
(g) This Agreement shall not have been terminated.
Conditions to Obligations of the Company and the ------------------------------------------------ Shareholders. Notwithstanding any other provision of this Agreement, the ------------ obligations of the Company and the Shareholders to consummate the Merger and the other transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
(a) The representations and warranties of Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and Buyer shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied on or prior to the Closing Date.
(b) The Shareholders shall have received a certificate of the Secretary of Buyer dated the Closing Date in substantially the form attached as Annex G hereto.
(c) The Shareholders shall have received a certificate of the President of Buyer in substantially the form attached as Annex H hereto.
(d) The Shareholders shall have received a certificate of the Secretary of Newco dated the Closing Date in substantially the form attached as Annex I hereto.
(e) The Shareholders shall have received a certificate of the President of Newco in substantially the form attached as Annex J hereto.
(f) No act, event or condition shall have occurred after the date hereof which the Shareholders determine has had or could reasonably be expected to have a material adverse effect on the business, financial condition, properties, profitability, prospects or operations of Buyer.
(g) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments, releases and documents referenced herein or incident to the transactions contemplated hereby shall be in form and substance reasonably satisfactory to the Shareholders and their counsel.
(h) The payments contemplated by Schedule 2.12(f) shall be made concurrently with the Closing. -41-
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 9.1. Conditions to Obligations of Acquiror, Merger Sub and the Company 84 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 Section 9.3. Conditions to the Obligations of the Company 85 Section 10.1. Termination 86 Section 10.2. Effect of Termination 87 Section 11.1. Trust Account Waiver 87 Section 11.2. Waiver 88 Section 11.3. Notices 88 Section 11.4. Assignment 89 Section 11.5. Rights of Third Parties 89 Section 11.6. Expenses 90 Section 11.7. Governing Law 90 Section 11.8. Headings; Counterparts 90 Section 11.9. Company and Acquiror Disclosure Letters 90 Section 11.10. Entire Agreement 91 Section 11.11. Amendments 91 Section 11.12. Publicity 91 Section 11.13. Severability 91 Section 11.14. Jurisdiction; Waiver of Jury Trial 92 Section 11.15. Enforcement 92 Section 11.16. Non-Recourse 92 Section 11.17. Non-Survival of Representations, Warranties and Covenants 93 Section 11.18. Conflicts and Privilege 93 Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D-1 Form of Lock-Up Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) Exhibit E Form of Incentive Award Plan Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H Form of Employee Stock Purchase Plan Exhibit I Form of Acquiror Warrant Agreement Amendment Exhibit J Form of Restated Certificate This Agreement and Plan of Merger, dated as of February 23, 2021 (this “Agreement”), is made and entered into by and among Reinvent Technology Partners, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), RTP Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Joby Aero, 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:
