Closing of the Transactions. (i) All conditions precedent to the consummation of the Transactions set forth in the Merger Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Merger Agreement (other than those conditions that may only be satisfied at the consummation of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transactions), (ii) no amendment, modification or waiver of the Merger Agreement (as the same exists on the date hereof as provided to Subscriber) or any terms thereof shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and (iii) the Transactions will be consummated immediately following the Closing.
Appears in 3 contracts
Sources: Subscription Agreement (Cannae Holdings, Inc.), Subscription Agreement (Foley Trasimene Acquisition II), Subscription Agreement (Fidelity National Financial, Inc.)
Closing of the Transactions. (i) All conditions precedent to the consummation of the Transactions set forth in the Merger Business Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Merger Business Combination Agreement (other than those conditions that may only be satisfied at the consummation of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transactions), (ii) no amendment, modification or waiver of the Merger Business Combination Agreement (as the same exists on the date hereof as provided to Subscriber) or any terms thereof shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and (iii) the Transactions will be consummated immediately following the Closing.
Appears in 3 contracts
Sources: Subscription Agreement (Cannae Holdings, Inc.), Subscription Agreement (Foley Trasimene Acquisition Corp.), Subscription Agreement (Fidelity National Financial, Inc.)
Closing of the Transactions. (i) All conditions precedent to the consummation of the Transactions set forth in the Merger Agreement BCA shall have been satisfied or waived by the party entitled to the benefit thereof under the Merger Agreement BCA (other than those conditions that may only be satisfied at the consummation of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transactions), (ii) no amendment, modification or waiver of the Merger Agreement BCA (as the same exists on the date hereof as provided to Subscriberthe BCA is executed by the Issuer, the Company, and the other parties named therein) or any terms thereof shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and (iii) the Transactions will be consummated immediately following the Closing.
Appears in 2 contracts
Sources: Subscription Agreement (Sports Ventures Acquisition Corp.), Subscription Agreement (Sports Ventures Acquisition Corp.)
Closing of the Transactions. (i) All conditions precedent to the consummation of the Transactions set forth in the Merger Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Merger Agreement (other than those conditions that may only be satisfied at the consummation of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transactions), (ii) no amendment, amendment or modification or waiver of the Merger Agreement (as the same exists on the date hereof as provided to Subscriberthe Investor) or any terms thereof shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber the Investor would reasonably expect to receive under this Subscription Exchange Agreement without having received SubscriberInvestor’s prior written consent (it being understood that the issuance of high-vote common stock to direct or indirect shareholders of Strive shall not to be unreasonably withheld, conditioned or delayedconsidered as having such a material and adverse effect) and (iii) the Transactions will be consummated immediately following the Closing.
Appears in 1 contract
Closing of the Transactions. (i) All conditions precedent to the consummation of the Transactions set forth in the Merger Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Merger Agreement (other than those conditions that may only be satisfied at the consummation of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transactions), (ii) no amendmentamendment or modification of, modification or waiver of with respect to Issuer’s obligation to effect the Closing under, the Merger Agreement (as the same exists on the date hereof as provided to the Subscriber) or any terms thereof shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and (iii) the Transactions will be consummated immediately following the Closing.
Appears in 1 contract
Sources: Subscription Agreement (Churchill Capital Corp III)