Additional Conditions to Obligations of the Company Parties. The obligations of the Company Parties to consummate and effect SPAC Merger, the Share Swap and the other Transactions shall be subject to the satisfaction of each of the following conditions, any one or more of which may be waived, in writing, exclusively by the Company: (i) The Fundamental Representations of SPAC, to the extent not qualified as to materiality or “SPAC Material Adverse Effect” shall be true and correct in all material respects, and to the extent so qualified shall be true in all respects, on and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date); and (ii) all other representations and warranties of SPAC and Exchange Sub set forth in Article V hereof shall be true and correct as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except in the case of this clause (ii), where any failures of such representations and warranties of SPAC and Exchange Sub to be so true and correct, individually and in the aggregate, has not had and is not reasonably likely to have a SPAC Material Adverse Effect. (b) SPAC shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Merger Effective Time in all material respects. (c) No SPAC Material Adverse Effect shall have occurred since the date of this Agreement that exists as of the Closing. (d) SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c). (e) SPAC shall have delivered to the Company the Registration Rights Agreement, duly executed by SPAC Sponsor; (f) Exchange Sub shall have delivered to the Company a share swap agreement in a form that is reasonably acceptable to the Parties and reflects the terms of this Agreement to the extent applicable, duly executed by the (the “Share Swap Agreement”)
Appears in 1 contract
Sources: Business Combination Agreement (Mountain Crest Acquisition Corp. V)
Additional Conditions to Obligations of the Company Parties. The obligations of the Company Parties to consummate and effect SPAC the Merger, the Share Swap and the other Transactions shall be subject to the satisfaction of each of the following conditions, any one or more of which may be waived, in writing, exclusively by the Company:
(i) The Fundamental Representations of SPACSPAC and Exchange Sub, to the extent not qualified as to materiality or “SPAC Material Adverse Effect” shall be true and correct in all material respects, and to the extent so qualified shall be true in all respects, on and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date); and (ii) all other representations and warranties of SPAC and Exchange Sub set forth in Article V hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation contained herein) on and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except in the case of this clause (ii), where any failures of such representations and warranties of SPAC and Exchange Sub to be so true and correct, individually and in the aggregate, has not had and is not reasonably likely to have a SPAC Material Adverse Effect.
(b) SPAC and Exchange Sub shall have each performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Merger Effective Time in all material respects.
(c) No SPAC Material Adverse Effect shall have occurred since the date of this Agreement that exists as of the Closing.
(d) SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and Exchange Sub, respectively and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c).
(e) SPAC shall have delivered to the Company the Registration Rights Agreement, duly executed by the SPAC Sponsor;
(f) Exchange Sub shall have delivered to the Company a share swap agreement in a form that is reasonably acceptable to the Parties and reflects the terms of this Agreement to the extent applicable, duly executed by the Exchange Sub (the “Share Swap Agreement”).
Appears in 1 contract
Sources: Business Combination Agreement (Jaguar Global Growth Corp I)
Additional Conditions to Obligations of the Company Parties. The obligations of the Company Parties Parties, the Principal Shareholders and DoubleDragon to consummate and effect SPAC Merger, the Share Swap and the other Transactions shall be Closing are subject to the satisfaction of each all of the following additional conditions, any one or more of which may be waived, waived in writing, exclusively writing by the CompanyDoubleDragon:
(ia) The Fundamental Representations SPAC shall have duly performed all of SPAC, their obligations hereunder required to be performed by them at or prior to the extent not qualified as to Closing Date in all material respects, unless the applicable obligation has a materiality or “qualifier in which case it shall be duly performed in all respects.
(b) Each of the representations and warranties of SPAC Material Adverse Effect” contained in Article V shall be true and correct in all (without giving any effect to any limitation as to “materiality” or “material respects, and to adverse effect” or any similar limitation set forth therein) as of the extent so qualified shall be true in all respects, on date hereof and as of the Closing Date as though then made on and as of the Closing (except to the extent that any such representation representations and warranty warranties expressly speaks as of relate to an earlier date, and in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date); and (ii) all other representations and warranties of SPAC and Exchange Sub set forth in Article V hereof case, shall be true and correct as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except in where the case of this clause (ii), where any failures failure of such representations and warranties of SPAC and Exchange Sub to be so true and correct, individually and or in the aggregate, has not had had, and is would not reasonably likely be expected to result in, a SPAC Material Adverse Effect.
(c) DoubleDragon shall have received a certificate signed by an authorized officer of SPAC to the effect set forth in clauses (a) and (b) of this Section 10.3.
(d) SPAC shall have executed and delivered to DoubleDragon each Additional Agreement to which it is a party.
(e) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a SPAC Material Adverse Effect.
(b) SPAC shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Merger Effective Time in all material respects.
(c) No SPAC Material Adverse Effect shall have occurred since the date of this Agreement that exists as of the Closing.
(d) SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c).
(e) SPAC shall have delivered to the Company the Registration Rights Agreement, duly executed by SPAC Sponsor;
(f) Exchange Sub shall have delivered to the Company a share swap agreement in a form that is reasonably acceptable to the Parties and reflects the terms of this Agreement to the extent applicable, duly executed by the (the “Share Swap Agreement”)
Appears in 1 contract
Sources: Agreement and Plan of Merger (JVSPAC Acquisition Corp.)