Conditions to the Transactions. 79 Section 8.1 Conditions to the Obligations of Each Party 79 Section 8.2 Conditions to the Obligations of SPAC 80 Section 8.3 Conditions to the Obligations of the Company and Merger Sub 81 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 82 Section 9.1 Termination 82 Section 9.2 Effect of Termination 83 Section 9.3 Expenses 83 Section 9.4 Amendment 84 Section 9.5 Waiver 84 ARTICLE X GENERAL PROVISIONS 84 Section 10.1 Notices 84 Section 10.2 Nonsurvival of Representations, Warranties and Covenants 85 Section 10.3 Severability 85 Section 10.4 Entire Agreement; Assignment 86 Section 10.5 Parties in Interest 86 Section 10.6 Governing Law 86 Section 10.7 Waiver of Jury Trial 86 Section 10.8 Headings 86 Section 10.9 Counterparts 87 Section 10.10 Specific Performance 87 Section 10.11 No Recourse 87 TABLE OF CONTENTS (Continued) EXHIBIT A Form of Shareholder and Registration Rights Agreement EXHIBIT B Form of Second Amended and Restated Certificate of Incorporation of Surviving Corporation EXHIBIT C Form of Amended and Restated Bylaws of Surviving Corporation EXHIBIT D Form of Constitution of Company BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT, dated as of February 14, 2023 (as may be further amended, restated or amended and restated from time to time, this “Agreement”), is made by and among Xxxxxx Energy Transition Corp., a Delaware corporation (“SPAC”), Vast Solar Pty Ltd, an Australian proprietary company limited by shares (the “Company”), NEPTUNE MERGER SUB, INC., a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub”), Xxxxxx Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (solely with respect to Sections 5.20, 7.10(a) and 7.16), and Nabors Industries Ltd. (“Nabors”) (solely with respect to Sections 7.8(d) and 7.18).
Conditions to the Transactions. SECTION 7.01. Conditions to the Obligations of Each Party.........................................30 SECTION 7.02. Conditions to the Obligations of the New Investor...................................31 SECTION 7.03. Conditions to the Obligations of the Company........................................33 ARTICLE 8 TERMINATION SECTION 8.01. Termination.........................................................................34 SECTION 8.02. Effect of Termination...............................................................35 ARTICLE 9 MISCELLANEOUS
Conditions to the Transactions. All conditions precedent to the closing of the Transactions set forth in the Merger Agreement, including the approval of the Issuer's stockholders, shall have been satisfied (as determined by the parties to the Merger Agreement) or waived (other than those conditions which, by their nature, are to be satisfied at the closing of the Transactions pursuant to the Merger Agreement).
Conditions to the Transactions. SECTION 6.01. Conditions to Obligations of the Company, the Sellers and the Founders. The obligations of the Company, the Sellers and the Founders to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:
Conditions to the Transactions. 18 SECTION 8.1 Conditions to Each Party's Obligation to Effect the Transactions.............. 18 ARTICLE IX
Conditions to the Transactions. 61 11.1 Conditions to the Obligations of Each Party.....61 11.2 Further Conditions to the Obligations of the AT&T Parties................................62 11.3 Further Conditions to the Obligations of the AOLTW Parties...................................63 11.4 Frustration of Closing Conditions...............65
Conditions to the Transactions. 48 SECTION 6.01 Conditions to the Obligations of Each Party to Consummate the Transactions 48 SECTION 6.02 Conditions to the Obligations of the Sellers ............................. 49 SECTION 6.03 Conditions to the Obligations of NexVerse ................................ 50
Conditions to the Transactions. Section 6.1 Conditions to Each Party's Obligation to Effect the Transactions. The respective obligations of each party to this Agreement to effect the Transactions shall be subject to the satisfaction or waiver in writing by each of SmarterKids and Earlychildhood prior to the Effective Time of the following conditions:
Conditions to the Transactions. The respective obligations of the Company, Parent and Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following conditions:
Conditions to the Transactions. SECTION 6.01. Conditions to Obligations of the Company, the Sellers and the Founders 35 SECTION 6.02. Conditions to Obligations of the Purchaser 36 ARTICLE VII INDEMNIFICATION SECTION 7.01. Survival of Representations and Warranties 38 SECTION 7.02. Indemnification by the Sellers and the Founders 38 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER SECTION 8.01. Termination 40 SECTION 8.02. Effect of Termination 41 SECTION 8.03. Amendment 41 SECTION 8.04. Waiver 41 ARTICLE IX GENERAL PROVISIONS SECTION 9.01. Expenses 42 SECTION 9.02. Notices 42 SECTION 9.03. Third-Party Beneficiaries 43 SECTION 9.04. Public Announcements 43 SECTION 9.05. Severability 43 SECTION 9.06. Assignment; Binding Effect 43
