Original Business Combination Agreement definition

Original Business Combination Agreement has the meaning set forth in the Recitals.
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Original Business Combination Agreement means the original Business Combination Agreement, dated as of July 1, 2021 between Isos and Bowlero.
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Original Business Combination Agreement means the business combination agreement effective April 25, 2023, as amended on June 30, 2023, pursuant to which 131, Iber Inc. and 131 Subco had agreed to effect the Transaction;
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Examples of Original Business Combination Agreement in a sentence

  • This Agreement supersedes the Original Business Combination Agreement in its entirety, and upon the effectiveness of this Agreement, the Original Business Combination Agreement shall no longer have any force or effect.

  • Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Original Business Combination Agreement.

  • Moon Bidco 2 hereby accepts and agrees to assume any and all of Moon Bidco’s rights and obligations with respect to the Comet Technology Acquisition, including the acquisition (i) from CT Seller 1 of all of the CT Seller 1 Acquired Interests and (ii) from CT Seller 2 of all of the CT Seller 2 Acquired Interests, with the same force and effect as if Moon Bidco 2 had been a party to the Original Business Combination Agreement.

  • Except as expressly set forth herein, this Amendment and Partial Assignment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Business Combination Agreement, all of which shall continue to be in full force and effect.

  • This Agreement (together with the Ancillary Documents) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof, including the Original Business Combination Agreement.

  • Unless the context otherwise requires, after the execution and delivery of this Amendment and Partial Assignment, any reference in the Original Business Combination Agreement to “this Agreement” shall mean the Original Business Combination Agreement as amended hereby.

  • Except as expressly and specifically amended by this Amendment Agreement, the Original Business Combination Agreement is not otherwise being amended, modified or supplemented and all terms and provisions of the Original Business Combination Agreement, as amended by this Amendment Agreement, are and shall remain in full force and effect in accordance with its terms.

  • In the event of any inconsistency or conflict between the terms and provisions of the Original Business Combination Agreement, on the one hand, and this Amendment Agreement, on the other hand, the terms and provisions of this Amendment Agreement shall govern and control.

  • The provisions contained in Section 11.3, Section 11.5, Sections 11.7 through 11.9 and Sections 11.15 through 11.19 of the Original Business Combination Agreement shall apply mutatis mutandis to this Amendment Agreement and are deemed to be incorporated herein by reference.

  • The provisions of Article 10 of the Original Business Combination Agreement are incorporated by reference into this Amendment and Partial Assignment and will apply mutatis mutandis to this Amendment and Partial Assignment.


More Definitions of Original Business Combination Agreement

Original Business Combination Agreement or “Original BCA” means the business combination agreement entered into by TRTL, One Energy and a wholly owned subsidiary of TRTL, dated as of August 14, 2023.
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Original Business Combination Agreement. ’ means the business combination agreement, dated August 15, 2017, by and between Boulevard and Estre.
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Original Business Combination Agreement has the meaning set forth in the Recitals. “Original Parent” has the meaning set forth in the Recitals.
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Original Business Combination Agreement is defined in the recitals to this Agreement.
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Related to Original Business Combination Agreement

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • Business Combination Transaction means:

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • Combination Agreement has the meaning in the recitals hereto.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Recapitalization Agreement shall have the meaning set forth in the Recitals.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Transaction Agreement has the meaning set forth in the recitals.

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Reconstitution Agreement The agreement or agreements entered into by the Company and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans serviced hereunder, in connection with a Whole Loan Transfer or Securitization Transaction.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Shareholder Agreement has the meaning set forth in the Recitals.