Common use of No Material Actions or Proceedings Clause in Contracts

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 11 contracts

Samples: Underwriting Agreement (FS Development Corp.), Underwriting Agreement (Foresite Life Sciences Corp.), Underwriting Agreement (FS Development Corp.)

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No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Warrants Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Support Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 9 contracts

Samples: Underwriting Agreement (Tailwind Acquisition Corp.), Underwriting Agreement (VPC Impact Acquisition Holdings III, Inc.), Underwriting Agreement (Athlon Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Warrant Purchase Agreement, the Registration Rights Agreement, the Administrative Support Agreement or the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 8 contracts

Samples: Underwriting Agreement (Glass Houses Acquisition Corp.), Underwriting Agreement (Hunt Companies Acquisition Corp. I), Underwriting Agreement (Glass Houses Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement or the Insider Letter or the performance by the Company of its obligations hereunder and thereunder.

Appears in 6 contracts

Samples: Underwriting Agreement (Perception Capital Corp. II), Underwriting Agreement (Clarim Acquisition Corp.), Underwriting Agreement (Bright Lights Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 6 contracts

Samples: Underwriting Agreement (Live Oak Acquisition Corp II), Underwriting Agreement (Therapeutics Acquisition Corp.), Underwriting Agreement (Live Oak Acquisition Corp II)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Support Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 6 contracts

Samples: Underwriting Agreement (Osiris Acquisition Corp.), Underwriting Agreement (Osiris Acquisition Corp.), Underwriting Agreement (Tailwind Two Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Forward Purchase Agreements, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 6 contracts

Samples: Underwriting Agreement (CM Life Sciences II Inc.), Underwriting Agreement (CM Life Sciences, Inc.), Underwriting Agreement (CM Life Sciences II Inc.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Class A Common Stock Purchase Agreement, the Registration Rights Agreement, or the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 3 contracts

Samples: Underwriting Agreement (Therapeutics Acquisition Corp.), Underwriting Agreement (Research Alliance Corp. II), Underwriting Agreement (Research Alliance Corp. II)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of the SponsorSponsors, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Membership Subscription Agreement, the Sponsor Shares Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Support Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 3 contracts

Samples: Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings IV, Inc.), Underwriting Agreement (Landcadia Holdings IV, Inc.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letter Letters or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunderhereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (Arya Sciences Acquisition Corp.), Underwriting Agreement (Arya Sciences Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Private Placement Warrants Purchase AgreementAgreements, the Registration Rights Agreement, the Insider Letter Letter, or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (L&F Acquisition Corp.), Underwriting Agreement (L&F Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of the SponsorSponsors, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Subscription Warrant Agreement, the Sponsor Shares Founders’ Purchase AgreementAgreements, the Warrant Subscription Agreements, the Registration Rights Agreement, the Insider Letter Letters or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunderhereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (Landcadia Holdings, Inc.), Underwriting Agreement (Landcadia Holdings, Inc.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Subscription Warrant Agreement, the Subscription Agreements, the Sponsor Shares Warrants Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Support Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (EQ Health Acquisition Corp.), Underwriting Agreement (EQ Health Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Warrants Purchase Agreement, the Registration and Shareholder Rights Agreement, the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (Genesis Park Acquisition Corp.), Underwriting Agreement (Genesis Park Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the SponsorSponsors, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreements, the Sponsor Private Warrant Subscription Agreement, the Sponsor Shares Letter Agreement, the Underwriter Purchase AgreementAgreements, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (EdtechX Holdings Acquisition Corp. II), Underwriting Agreement (EdtechX Holdings Acquisition Corp. II)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Warrants Purchase AgreementAgreements, the Registration Rights Agreement, or the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (Mudrick Capital Acquisition Corp. II), Underwriting Agreement (Mudrick Capital Acquisition Corp. II)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Warrant Purchase AgreementAgreements, the Registration Rights Agreement, the Insider Letter Administrative Support Agreement or the Administrative Services Agreement Insider Letters or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (LF Capital Acquisition Corp. II), Underwriting Agreement (LF Capital Acquisition Corp. II)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Subscription Warrant Agreement, the Sponsor Shares Subscription Agreements, the Anchor Investment Agreements, the Warrant Purchase AgreementAgreements, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement or the Insider Letters or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (Home Plate Acquisition Corp), Underwriting Agreement (Home Plate Acquisition Corp)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Unit Purchase AgreementAgreements, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (Forum Merger IV Corp), Underwriting Agreement (Forum Merger IV Corp)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Warrant Purchase Agreement, the Forward Purchase Agreements, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement or the Insider Letter or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (TKB Critical Technologies 1), Underwriting Agreement (TKB Critical Technologies 1)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Private Placement Shares Purchase Agreement, the Registration and Shareholder Rights Agreement, the Insider Letter or the Administrative Services Support Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (ABG Acquisition Corp. I), Underwriting Agreement (ABG Acquisition Corp. I)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Private Placement Purchase Agreement, the Registration and Shareholder Rights Agreement, the Insider Letter or the Administrative Services Agreement or the Insider Letter or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (HealthCor Catalio Acquisition Corp.), Underwriting Agreement (HealthCor Catalio Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Purchase Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letter Letters, the Administrative Support Agreement or the Administrative Services Agreement Contingent Forward Purchase Contract or the performance by the Company of its obligations hereunder and thereunderhereunder. No material labor dispute with the employees of the Company exists or, to the knowledge of the Company, is threatened or imminent.

Appears in 2 contracts

Samples: Underwriting Agreement (AMCI Acquisition Corp.), Underwriting Agreement (AMCI Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of the SponsorSponsors, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Subscription Warrant Agreement, the Sponsor Shares Founders’ Purchase Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Support Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (Landcadia Holdings II, Inc.), Underwriting Agreement (Landcadia Holdings II, Inc.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Forward Purchase Agreement, the Private Placement Warrants Purchase Agreement, the Registration and Shareholder Rights Agreement, the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (Authentic Equity Acquisition Corp.), Underwriting Agreement (Authentic Equity Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (Ark Global Acquisition Corp.), Underwriting Agreement (Ark Global Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Unit Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (ARYA Sciences Acquisition Corp II), Underwriting Agreement (ARYA Sciences Acquisition Corp II)

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No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Warrant Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Private Placement Purchase Agreement, the Registration Rights Agreement, Agreement or the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (Healthwell Acquisition Corp. I), Underwriting Agreement (Healthwell Acquisition Corp. I)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Subscription Warrant Agreement, the Sponsor Shares Subscription Agreements, the Warrant Purchase AgreementAgreements, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement or the Insider Letters or the performance by the Company of its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Home Plate Acquisition Corp)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, threatened against or affecting the Company or the SponsorSponsors, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Support Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Empowerment & Inclusion Capital I Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the SponsorCo-Sponsors, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (GP-Act III Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of the SponsorSponsors, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Membership Subscription Agreement, the Sponsor Shares Warrants Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Support Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Landcadia Holdings III, Inc.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, threatened against or affecting the Company or the SponsorSponsors, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Support Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Empowerment & Inclusion Capital I Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Private Placement Shares Purchase Agreement, the Registration Rights Agreement, Agreement or the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Omega Alpha SPAC)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Warrants Purchase Agreement, the Registration and Shareholder Rights Agreement, or the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Genesis Park Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreements, the Subscription Agreement, the Sponsor Shares Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Live Oak Crestview Climate Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Insider Letter Letter, or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (L&F Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or Company, the Sponsor, Anchor Investors or Pelion Investors, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Private Placement Warrants Purchase AgreementAgreements, the Registration Rights Agreement, Agreement or the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (USA Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Purchase AgreementUnit Subscription Agreements, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Forum Merger III Corp)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the SponsorSponsors, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreements, the Sponsor Private Warrant Subscription Agreement, the Sponsor Shares Purchase Letter Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (EdtechX Holdings Acquisition Corp. II)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Warrant Purchase Agreement, the Registration and Shareholder Rights Agreement, the Insider Letter or the Administrative Services Agreement or the Insider Letter or the performance by the Company of its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (HealthCor Catalio Acquisition Corp.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Purchase AgreementUnit Subscription Agreements, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunderhereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Forum Merger II Corp)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Purchase AgreementUnit Subscription Agreements, the Registration Rights Agreement, the Insider Letter Letters or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunderhereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Forum Merger II Corp)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or the Sponsor, which could be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Private Placement Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement or the performance by the Company of its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Helix Acquisition Corp)

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