Conditions to Obligations. OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:
Conditions to Obligations. OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:
Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
Conditions to Obligations. The several obligations of the Selling Stockholders to sell the Shares to the Underwriter and the obligations of the Underwriter to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 2:00 p.m. (New York City time) on the date hereof. The obligations of the Underwriter are subject to the following further conditions:
Conditions to Obligations. The obligations of the Company to sell the Shares to the Underwriters and the obligation of the Underwriters to purchase and pay for the Shares to be delivered at each Time of Delivery, shall be subject to the following conditions:
Conditions to Obligations. 7.1 Conditions to the Purchaser's Obligations. The obligations of Purchaser to purchase the Property from Seller and to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at all times following the Effective Date and as of the Closing (or such other time period specified below), of each of the following conditions:
Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub and the Company 84 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 Section 9.3. Conditions to the Obligations of the Company 85 ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. Termination 86 Section 10.2. Effect of Termination 87 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Account Waiver 87 Section 11.2. Waiver 88 Section 11.3. Notices 88 Section 11.4. Assignment 89 Section 11.5. Rights of Third Parties 89 Section 11.6. Expenses 90 Section 11.7. Governing Law 90 Section 11.8. Headings; Counterparts 90 Section 11.9. Company and Acquiror Disclosure Letters 90 Section 11.10. Entire Agreement 91 Section 11.11. Amendments 91 Section 11.12. Publicity 91 Section 11.13. Severability 91 Section 11.14. Jurisdiction; Waiver of Jury Trial 92 Section 11.15. Enforcement 92 Section 11.16. Non-Recourse 92 Section 11.17. Non-Survival of Representations, Warranties and Covenants 93 Section 11.18. Conflicts and Privilege 93 Exhibits Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D-1 Form of Lock-Up Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) Exhibit E Form of Incentive Award Plan Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H Form of Employee Stock Purchase Plan Exhibit I Form of Acquiror Warrant Agreement Amendment Exhibit J Form of Restated Certificate AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of February 23, 2021 (this “Agreement”), is made and entered into by and among Reinvent Technology Partners, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), RTP Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Joby Aero, Inc., a Delaware corporation (the “Company”).
Conditions to Obligations of the Buyer and the Transitory Subsidiary. The obligation of each of the Buyer and the Transitory Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Buyer) of the following additional conditions:
Conditions to Obligations. Section 8.1 Conditions to Obligations of the Partnership 27 Section 8.2 Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 ARTICLE X TERMINATION Section 10.1 Termination 33 Section 10.2 Effect of Termination 33 ARTICLE XI MISCELLANEOUS Section 11.1 Notices 34 Section 11.2 Assignment 35 Section 11.3 Rights of Third Parties 35 Section 11.4 Expense 35 Section 11.5 Counterparts 35 Section 11.6 Entire Agreement 35 Section 11.7 Disclosure Schedules 35 Section 11.8 Amendments 36 Section 11.9 Publicity 36 Section 11.10 Severability 36 Section 11.11 Governing Law; Jurisdiction 36 Section 11.12 Action by the Partnership 37 Exhibits Exhibit A - Form of Fourth Amended and Restated Omnibus Agreement Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement Exhibit C - Form of Transportation Services Agreement Exhibit D - Form of Amended and Restated Limited Liability Company Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT, dated as of August 31, 2016 (this “Agreement”), is entered into by and between PBF Energy Company LLC, a Delaware limited liability company (“PBF Energy”), and PBF Logistics LP, a Delaware limited partnership (the “Partnership”).
