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. 25 SECTION 6.01 Conditions to the Obligations of Each Party to Consummate the Transactions.............................................................................. 25 SECTION 6.02 Conditions to the Obligations of Socket.................................................... 25 SECTION 6.03 Conditions to the Obligations of Cetronic.................................................. 26 ARTICLE VII
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. 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. 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. SECTION 6.01 Conditions to the Obligations of Each Party to Consummate the Transactions The obligations of the parties hereto to consummate the Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions:
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. Section 10.01 Conditions to the Obligations of Each Party 103 Section 10.02 Conditions to the Obligations of Exxxxxx, Xxxxxxx Sub, Newco and Merger Subsidiary 104 Section 10.03 Conditions to the Obligations of Aspen 105 ARTICLE 11
Conditions to the Transactions. SECTION 7.01. Conditions to Obligations of the Company and the Shareholders...37 SECTION 7.02. Conditions to Obligations of the Purchaser......................38 ARTICLE VIII INDEMNIFICATION SECTION 8.01. Survival of Representations and Warranties......................39 SECTION 8.02. Indemnification by the Shareholders.............................40 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER
