PIPE Subscription Agreements Sample Clauses
A PIPE Subscription Agreement is a contract used when private investors agree to purchase shares of a public company through a Private Investment in Public Equity (PIPE) transaction. This agreement outlines the terms under which the investors will buy newly issued or existing shares, including the purchase price, number of shares, closing conditions, and representations from both parties. By clearly defining the rights and obligations of both the company and the investors, the clause ensures a transparent and legally binding process for raising capital quickly, often to address immediate funding needs or strategic opportunities.
PIPE Subscription Agreements. Unless otherwise approved in writing by the Company, HTP shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the PIPE Subscription Agreements in any manner other than any modification or waiver that is solely ministerial in nature and does not affect any economic or any other material term (including any conditions to closing) of a PIPE Subscription Agreement shall not require the prior written consent of the Company. HTP shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including using reasonable best efforts to maintain in effect the PIPE Subscription Agreements and to: (a) satisfy on a timely basis all conditions and covenants applicable to HTP in the PIPE Subscription Agreements and otherwise comply with its obligations thereunder, (b) if all conditions in the PIPE Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied) have been satisfied, consummate the transactions contemplated by the PIPE Subscription Agreements at or prior to the Closing; (c) deliver notices to counterparties to the PIPE Subscription Agreements as required by and in the manner set forth in the PIPE Subscription Agreements in order to cause timely funding in advance of the Closing; and (d) without limiting the Company’s rights to enforce the PIPE Subscription Agreements, enforce HTP’s rights under the PIPE Subscription Agreements, subject to all provisions thereof, if all conditions in the PIPE Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied) have been satisfied, to cause the PIPE Investors to pay to (or as directed by) HTP the applicable purchase price under each PIPE Investor’s applicable PIPE Subscription Agreement in accordance with its terms.
PIPE Subscription Agreements. Unless otherwise approved in writing by the Company, Tuatara shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the PIPE Subscription Agreements in any manner other than to reflect any permitted assignments or transfers of the PIPE Subscription Agreements by the applicable PIPE Investors pursuant to the PIPE Subscription Agreements. Tuatara shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including using its reasonable best efforts to enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Tuatara the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms.
PIPE Subscription Agreements. Each PIPE Subscription Agreement will be, upon execution thereof, a legal, valid and binding obligation of Pubco and each PIPE Investor relating to any PIPE Subscription Agreement. The PIPE Subscription Agreements will contain all of the conditions precedent to the obligations of the PIPE Investors to contribute to Pubco the applicable portion of investment amount thereunder on the terms therein.
PIPE Subscription Agreements. Unless otherwise approved in writing by the Company and the Charterhouse Parties, the SPAC shall not permit any material amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the PIPE Subscription Agreements in any manner adverse to the Company or the Charterhouse Parties. The SPAC shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including using its reasonable best efforts to enforce its rights under the PIPE Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) the SPAC the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms. The SPAC shall not permit any PIPE Investor to transfer any New SPAC Common Stock that would trigger any filing or notification with a Regulatory Consent Authority, other than those filings and notifications listed on Section 11.01(c) of the Company Disclosure Schedule, without the prior written consent of the Company and the Charterhouse Parties.
PIPE Subscription Agreements. Unless otherwise approved in writing by the Company, PAQC and the Company shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the PIPE Subscription Agreements in any manner other than to reflect any permitted assignments or transfers of the PIPE Subscription Agreements by the applicable PIPE Investors pursuant to the PIPE Subscription Agreements or to correct any clerical errors. Each of PAQC and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including using its reasonable best efforts to enforce its rights under the PIPE Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) PAQC the applicable purchase price under each PIPE Investor’s applicable PIPE Subscription Agreement in accordance with its terms.
PIPE Subscription Agreements. The PIPE Subscription Agreements will be, upon execution thereof, legal, valid and binding obligations of SPAC and, to the Knowledge of SPAC, the PIPE Investor party to each such PIPE Subscription Agreement.
PIPE Subscription Agreements. In connection with the execution of the Merger Agreement, ▇▇▇▇▇▇▇▇ Capital entered into separate subscription agreements, effective as of August 17, 2020 (each, a “Subscription Agreement”) with a number of investors (each a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and ▇▇▇▇▇▇▇▇ Capital agreed to sell to the PIPE Investors, an aggregate of 32,325,000 shares of HCAC Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $323.3 million, in the PIPE Financing. The PIPE Investors include an entity controlled by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Capital’s CEO and Chairman of the Board, and a certain fund under common control with the Anchor Investor. The Subscription Agreements are all substantially similar to the Form of Subscription Agreement attached to this proxy statement/prospectus as Annex H. The closing of the sale of the PIPE Shares (the “PIPE Closing”) pursuant to the Subscription Agreements is expected to occur immediately prior to the Closing and is contingent upon, among other customary closing conditions, the satisfaction or waiver of all conditions precedent to the Closing. Pursuant to the Subscription Agreements, ▇▇▇▇▇▇▇▇ Capital agreed that, within 15 business days after the Closing, New Canoo will file with the SEC a registration statement registering the resale of the PIPE Shares and use its reasonable best efforts to have it declared effective by the SEC as soon as reasonably practicable after the filing thereof. For up to two years, New Canoo must use reasonable efforts to keep such shelf registration statement effective and file all reports, and provide all customary and reasonable cooperation, necessary to enable the PIPE Investors to resell the PIPE Shares pursuant to such shelf registration statement or Rule 144. Additionally, upon the occurrence of certain specified events of default, including the failure to file or maintain the effectiveness of the resale registration statement for the PIPE Shares, New Canoo has agreed to pay to each Subscriber, on each date of such event of default and monthly until such event of default is cured, an amount equal to 0.5% of the aggregate purchase price paid by such Subscriber pursuant to a Subscription Agreement, subject to a cap of 5.0% of the aggregate purchase price paid by such Subscriber pursuant to a Subscription Agreement. For more information about the Subscription Agreements, see the section entitled “...
PIPE Subscription Agreements. The transactions contemplated by the PIPE Subscription Agreements shall have been completed.
PIPE Subscription Agreements. The Counterparty and Seller have entered into (i) a subscription agreement, which this Agreement is conditioned on, (the “New Money PIPE Subscription Agreement”), pursuant to which the Seller has committed, upon the consummation of the Business Combination, to purchase 300,000 shares of Counterparty’s Class A ordinary shares for an aggregate purchase price equal to $1,5 million and (ii) additional subscription agreement(s), from time to time for the purchase by Seller of the Additional Shares (the “FPA Funding Amount PIPE Subscription Agreement” and, together with the New Money PIPE Subscription Agreement, the “PIPE Subscription Agreements”). As of the date hereof, the PIPE Subscription Agreements are in full force and effect and are legal, valid and binding upon the Counterparty and, to the knowledge of the Counterparty, the Seller, enforceable in accordance with it terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Seller shall purchase pursuant to the FPA Funding Amount PIPE Subscription Agreements, Additional Shares in an amount no less than 1,500,000less the Recycled Shares; provided, however, that Seller shall not be required to purchase an amount of Additional Shares such that following the issuance of Additional Shares, its ownership would exceed 9.9% ownership of the total Shares outstanding immediately after giving effect to such issuance unless Seller at its sole discretion waives such 9.9% ownership limitation.
PIPE Subscription Agreements. In connection with the execution of the merger agreement, Panacea entered into PIPE subscription agreements with certain investors for a private placement of shares of Panacea Class A common stock, including ▇▇. ▇▇▇▇ and funds affiliated with the Sponsor. The PIPE subscription agreements will become effective prior to the completion of the merger. See “The Merger Agreement—Related Agreements—PIPE Subscription Agreements” beginning on page 261 of this proxy statement/prospectus.