Conditions to Consummation of the Transactions Contemplated by This Agreement Sample Clauses
This clause defines the specific requirements that must be satisfied before the transactions outlined in the agreement can be completed. Typically, these conditions may include obtaining regulatory approvals, securing third-party consents, or ensuring that certain representations and warranties remain true up to the closing date. By setting out these prerequisites, the clause ensures that both parties are protected from proceeding with the transaction unless all agreed-upon conditions are met, thereby reducing risk and providing a clear framework for closing the deal.
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 7.1 Conditions to the Obligations of the Company, Acquiror and Contributor. The obligations of the Company, Acquiror and Contributor to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists) of the following conditions:
(a) that there be no Order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement in effect; provided, however, that each of Acquiror, Contributor and the Company shall have used commercially reasonable efforts to prevent the entry of any such injunction or other Order and to appeal as promptly as possible any injunction or other Order that may be entered; and
(b) Acquiror shall have consummated the Debt Financing.
Section 7.2 Other Conditions to the Obligations of Acquiror. The obligations of Acquiror to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Acquiror of the following further conditions:
(i) All representations and warranties of Contributor and the Company contained in Article 3 and Article 4 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) shall be true and correct in all respects (without regard to qualifications as to materiality or Company Material Adverse Effect) as though made on and as of the Closing Date, except to the extent the failure of such representations and warranties to be true and correct as of such dates would not have a Company Material Adverse Effect; and (ii) the representations and warranties of Contributor set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Capitalization of the Company; Subsidiaries), Section 3.3 (Authority), Section 3.11(p) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) shall be true and correct in all respects as though made on and as of the Closing Date;
(b) Contributor and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Contributor, respectively, under this Agreement on or prior to the Closing Date;
(c) from the date of this Agreement, there shall not have occurred any C...
Conditions to Consummation of the Transactions Contemplated by This Agreement. Conditions to the Obligations of the Company,
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 7.1 Conditions to the Obligations of the Company, Buyer and Seller. The obligations of the Company, Buyer and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable law, waiver by the Party for whose benefit such condition exists) of the following conditions:
(a) any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; and
(b) no order, decree or ruling (including by temporary restraining order or preliminary or permanent injunction) issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect.
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 7.1 Conditions to the Obligations of the Parties
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 7.1 Conditions to the Obligations of the Company, the Acquiror Parties and Contributors. The obligations of the Company, the Acquiror Parties and Contributors to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists) of the condition that there be no Order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement in effect; provided, however, that each Acquiror Party, each Contributor and the Company shall have used commercially reasonable efforts to prevent the entry of any such injunction or other Order and to appeal as promptly as possible any injunction or other Order that may be entered.
Conditions to Consummation of the Transactions Contemplated by This Agreement. 61
Section 5.1 Conditions to the Obligations of the Parties 61 Section 5.2 Other Conditions to the Obligations of Pathfinder 62 Section 5.3 Other Conditions to the Obligations of the Company 63 Section 5.4 Frustration of Closing Conditions 63 Article VI TERMINATION 64 Section 6.1 Termination 64 Section 6.2 Effect of Termination 65 Article VII MISCELLANEOUS 65 Section 7.1 Non-Survival 65 Section 7.2 Entire Agreement; Assignment 66 Section 7.3 Amendment 66 Section 7.4 Notices 66 Section 7.5 Governing Law 67 Section 7.6 Fees and Expenses 68 Section 7.7 Construction; Interpretation 68 Section 7.8 Exhibits and Schedules 69 Section 7.9 Parties in Interest 69 Section 7.10 Severability 69 Section 7.11 Counterparts; Electronic Signatures 69 Section 7.12 Knowledge of Company; Knowledge of Pathfinder 70 Section 7.13 No Recourse 70 Section 7.14 Extension; Waiver 70 Section 7.15 Waiver of Jury Trial 71 Section 7.16 Submission to Jurisdiction 71 Section 7.17 Remedies 72 Section 7.18 Trust Account Waiver 72
Conditions to Consummation of the Transactions Contemplated by This Agreement. 81
Section 6.1 Conditions to the Obligations of the Parties 81
Section 6.2 Other Conditions to the Obligations of the Rotor Parties 82
Section 6.3 Other Conditions to the Obligations of the Company 83 Section 6.4 Frustration of Conditions 84 Section 7.1 Termination 84 Section 7.2 Effect of Termination 86
Section 8.1 Survival 87 Section 8.2 Entire Agreement; Assignment 87 Section 8.3 Amendment 87 Section 8.4 Notices 87 Section 8.5 Governing Law 89 Section 8.6 Fees and Expenses 89 Section 8.7 Construction; Interpretation 89 Section 8.8 Exhibits and Schedules 90 Section 8.9 Parties in Interest 90 Section 8.10 Severability 90 Section 8.11 Counterparts; Electronic Signatures 90 Section 8.12 Knowledge of Company; Knowledge of Rotor 91 Section 8.13 No Recourse 91 Section 8.14 Extension; Waiver 91 Section 8.15 Waiver of Jury Trial 92 Section 8.16 Jurisdiction 92 Section 8.17 Remedies 92 Section 8.18 Trust Account Waiver 93 Exhibit A Form of Registration Rights Agreement Exhibit B Form of Lock-Up Agreement Exhibit C Form of Conversion Written Consent Exhibit D Form of Warrant Exercise Notice Exhibit E-1 Form of Certificate of Merger Exhibit E-2 Form of Articles of Merger Exhibit F Executed Subscription Agreements Exhibit G Form of New Incentive Plans Exhibit H Form of Governing Documents of Rotor Exhibit I Form of Merger Written Consent This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 5, 2021, is made by and among Rotor Acquisition Corp., a Delaware corporation (“Rotor”), Rotor Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (the “Company”). Rotor, Merger Sub, and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 7.1 Conditions to the Obligations of the Company, Buyer and Seller. The obligations of the Company, Buyer and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists) of the condition that there be no Order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement in effect; provided, however, that each of Buyer, Seller and the Company shall have used commercially reasonable efforts to prevent the entry of any such injunction or other Order and to appeal as promptly as possible any injunction or other Order that may be entered.
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 6.1 Conditions to the Obligations of the Parties 81 Section 6.2 Other Conditions to the Obligations of KBL 82 Section 6.3 Other Conditions to the Obligations of the Company 83 Section 6.4 Frustration of Closing Conditions 84
Conditions to Consummation of the Transactions Contemplated by This Agreement