Reversion Option. If Buyer has not effectuated a Change of Control Transaction by March 31, 2024 (the “Change of Control Deadline”), then Sellers may terminate this Agreement by delivering written notice to Buyer. Upon termination pursuant to this Section, (a) the terms and conditions contained herein shall be deemed null and void and this Agreement shal1 be terminated with immediate effect except this Section 9.03, (b) the Ancillary Agreements shall be deemed null and void and of no further effect, (c) all Common Shares of XCF issued to Sellers shall be returned to XCF and cancelled, and (d) XCF shall re-assign the Membership Interests of New Rise SAF back to Sellers without any consideration and execute all necessary assignments and other documents necessary or desirable for such re-assignment. The Change of Control Deadline may be extended to June 30, 2024 by mutual consent of the Parties.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.)
Reversion Option. If Buyer has not effectuated a Change of Control Transaction by March 31April 30, 2024 (the “Change of Control Deadline”), then Sellers Seller may terminate this Agreement by delivering written notice to Buyer. Upon termination pursuant to this Section, (a) the terms and conditions contained herein shall be deemed null and void and this Agreement shal1 shall be terminated with immediate effect except this Section 9.03, (b) the Ancillary Agreements shall be deemed null and void and of no further effect, (c) all Common Shares of XCF issued to Sellers Seller shall be returned to XCF and cancelled, and (d) XCF shall re-assign the Membership Interests of New Rise SAF the Acquired Companies back to Sellers Seller without any consideration and execute all necessary assignments and other documents necessary or desirable for such re-assignment. The Change of Control Deadline may be extended to June 30, 2024 by mutual consent of the Parties.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.)