Conditions to Obligations of SPAC Sample Clauses
The 'Conditions to Obligations of SPAC' clause defines the specific requirements that must be satisfied before a Special Purpose Acquisition Company (SPAC) is obligated to complete a transaction, such as a merger or acquisition. These conditions may include regulatory approvals, the accuracy of representations and warranties, or the absence of material adverse changes. By clearly outlining these prerequisites, the clause ensures that the SPAC is only required to proceed if all agreed-upon conditions are met, thereby protecting the SPAC from unforeseen risks and providing a structured framework for closing the deal.
Conditions to Obligations of SPAC. In addition to the conditions specified in Section 8.1, the obligations of SPAC to consummate the Transactions are subject to the satisfaction or written waiver by SPAC of the following conditions:
Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions at the Closing are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC:
(a) each of the representations and warranties of the Company and of each Acquisition Entity contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though then made, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or another similar materiality qualification set forth therein), individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect;
(b) each of the covenants of the Company and of each Acquisition Entity to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects;
(c) the GCL Companies shall have provided evidence reasonably satisfactory to SPAC of the completion of the Restructuring;
(d) each Acquisition Entity shall have executed and delivered to SPAC a Joinder;
(e) there has not been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and
(f) all approvals, waivers or consents from any third parties set forth and described on Section 9.2 of the Company Disclosure Schedules shall have been obtained.
Conditions to Obligations of SPAC. The obligations of SPAC to consummate the transactions to be performed by SPAC in connection with the Closing is subject to the satisfaction or written waiver, at or prior to the Closing Date, of each of the following conditions:
Conditions to Obligations of SPAC. In addition to the conditions specified in this Article XI, the obligations of SPAC to consummate the Second Merger are subject to the satisfaction or written waiver by SPAC of the following conditions:
(i) the Share Contribution Closing and the First Merger Closing shall have occurred; and
(ii) the conditions set forth in Sections 11.4(a), 11.4(b) and 11.4(c) with respect to Pubco and Merger Sub II shall be satisfied (replacing for purposes of this Section 11.6(b)(ii) the phrase “Share Contribution Closing Date” with “Second Merger Closing Date”).
Conditions to Obligations of SPAC. In addition to the conditions specified in Section 7.1, the obligations of SPAC to consummate the Mergers and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by SPAC) of the following conditions:
Conditions to Obligations of SPAC. A new Section 4.1(b)(xiv) shall be inserted into the BCA and read as follows:
Conditions to Obligations of SPAC. The obligation of SPAC to consummate, or cause to be consummated, the Transactions, as applicable, is subject to the satisfaction of the following additional conditions, any one or more of which may be waived (if permissible under applicable Law) in writing by SPAC:
Conditions to Obligations of SPAC. Section 4.1(b)(iii) of the BCA is hereby amended and restated in its entirety to read as follows:
Conditions to Obligations of SPAC. Each of Sections 4.1(b)(ix)(B) and (xii) of the BCA is hereby deleted in its entirety and replaced with “Reserved.”
Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions at the Closing are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC:
(a) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though then made, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or another similar materiality qualification set forth therein), individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect;
(b) Each of the covenants and obligations of the Company to be performed as of or prior to the Closing shall have been performed in all material respects; and
(c) There shall not have been any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.