Common use of Closing of the Transactions Clause in Contracts

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) and (ii) no amendment or modification of, or waiver with respect to Issuer’s obligation to effect the Closing under, the Merger Agreement shall have occurred that would reasonably be expected to materially, adversely and disproportionately as compared to Other Subscribers affect the economic benefits to Subscriber under this Subscription Agreement without having received Subscriber’s prior written consent.

Appears in 1 contract

Samples: Subscription Agreement (Blade Urban Air Mobility, Inc.)

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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) and ), (ii) no amendment or modification of, or waiver with respect to Issuer’s obligation to effect the Closing under, of the Merger Agreement (as the same exists on the date hereof as provided to Subscriber) shall have occurred that would reasonably be expected to materially, materially and adversely and disproportionately as compared to Other Subscribers affect the economic benefits that Subscriber would reasonably expect to Subscriber receive under this Convertible Note Subscription Agreement without having received Subscriber’s prior written consentconsent (not to be unreasonably withheld, conditioned or delayed) and (iii) the Transactions will be consummated as soon as practicable following the Closing.

Appears in 1 contract

Samples: Convertible Note Subscription Agreement (Churchill Capital Corp III)

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) and ), (ii) no amendment or modification of, or waiver with respect of the Business Combination Agreement (as the same exists on the date hereof as provided to Issuer’s obligation to effect the Closing under, the Merger Agreement Subscriber) shall have occurred that would reasonably be expected to materially, materially and adversely and disproportionately as compared to Other Subscribers affect the economic benefits that Subscriber would reasonably expect to Subscriber receive under this Subscription Agreement without having received Subscriber’s prior written consentconsent and (iii) the Transactions will be consummated immediately following the Closing.

Appears in 1 contract

Samples: Subscription Agreement (Rigel Resource 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) and ), (ii) no amendment or modification of, or waiver with respect to Issuer’s obligation to effect the Closing under, of the Merger Agreement (as the same exists on the date hereof as provided to the Subscriber) shall have occurred that would reasonably be expected to materially, materially and adversely and disproportionately as compared to Other Subscribers affect the economic benefits that the Subscriber would reasonably expect to Subscriber receive under this Subscription Agreement without having received Subscriber’s prior written consentconsent (not to be unreasonably withheld, conditioned or delayed) and (iii) the Transactions will be consummated immediately following the Closing.

Appears in 1 contract

Samples: Subscription Agreement (Churchill Capital Corp III)

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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) and ), (ii) no amendment or modification of, or waiver with respect to Issuer’s obligation to effect the Closing under, of the Merger Agreement (as the same exists on the date hereof as provided to Subscriber) shall have occurred that would reasonably be expected to materially, materially and adversely and disproportionately as compared to Other Subscribers affect the economic benefits that Subscriber would reasonably expect to Subscriber receive under this Subscription Agreement without having received Subscriber’s prior written consentconsent and (iii) the Transactions will be consummated immediately following the Closing.

Appears in 1 contract

Samples: Subscription Agreement (Binah Capital Group, Inc.)

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) and ), (ii) no amendment or modification of, or waiver with respect to Issuer’s obligation to effect the Closing under, of the Merger Agreement (as the same exists on the date hereof as provided to the Subscriber) shall have occurred that would reasonably be expected to materially, materially and adversely and disproportionately as compared to Other Subscribers affect the economic benefits that the Subscriber would reasonably expect to Subscriber receive under this Subscription Agreement without having received Subscriber’s prior written consentconsent and (iii) the Transactions will be consummated immediately following the Closing.

Appears in 1 contract

Samples: Subscription Agreement (Churchill Capital Corp IV)

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