Warehouse Technologies definition
Examples of Warehouse Technologies in a sentence
Each Subsidiary of Warehouse Technologies is a duly organized business entity validly existing under the laws of its jurisdiction of organization, except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Warehouse Technologies and its Subsidiaries (taken as a whole).
The Parties agree that, upon entry into the A&R MAA, Walmart shall be deemed to have delivered a duly executed “Notice of Exercise” to Warehouse Technologies pursuant to Section 2.1(a) of the Commercial Spend Warrant in respect of the Remaining Commercial Spend Warrant Units, and, other than Walmart’s payment of the Commercial Spend Remaining Exercise Price, no further deliveries are necessary to exercise the Commercial Spend Warrant.
Warehouse Technologies is a limited liability company, duly formed and validly existing in good standing under the laws of New Hampshire.
At the Second Closing, Walmart shall deliver or cause to be delivered to Warehouse Technologies: (i) the Commercial Spend Remaining Exercise Price, by wire transfer of immediately available funds to an account designated by Warehouse Technologies no later than one Business Day prior to Closing, and (ii) a duly executed counterpart by Walmart of Warrant No. 3.
Warehouse Technologies has the limited liability company power and authority to execute and deliver this Agreement and Warrant No. 3 and to carry out the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof.
For example, if ▇▇▇▇▇ and the ▇▇▇▇▇ Group own 100 Class A Units in Warehouse Technologies and intended to Transfer 15 Class A Units as Tag-Along Interests, then Walmart shall be entitled to Transfer up to 15% of the Interests it holds at such time to the Tag-Along Offeror in such Tag-Along Transaction, in substitution for the Transfer of such number of Interests by ▇▇▇▇▇ and the ▇▇▇▇▇ Group.
This Agreement may not be amended or modified, nor may compliance with any covenant set forth herein be waived, except by a writing duly and validly executed by Warehouse Technologies and Walmart, or in the case of a waiver, the party waiving compliance.
As used herein, the “Business Combination Agreement” means that certain Agreement and Plan of Merger, dated as of December 12, 2021, by and among Warehouse Technologies LLC, the Corporation (f/k/a SVF Investment Corp.
At the Second Closing, Warehouse Technologies shall deliver or cause to be delivered to Walmart: (i) an amendment to Exhibit A of the A&R Company LLC Agreement, evidencing the issuance of the Remaining Commercial Spend Warrant Units (together with the Initial Acquired Units, the “Acquired Units”), and (ii) a duly executed counterpart by Warehouse Technologies of Warrant No. 3.
The execution, delivery and performance by Warehouse Technologies of this Agreement and Warrant No. 3 does not require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority, except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Warehouse Technologies and its Subsidiaries (taken as a whole).