Failure to Consummate IPO Sample Clauses

Failure to Consummate IPO. If the Company does not consummate the IPO for any reason, the Company shall either return to each Subscriber purchasing Sponsor Warrants hereunder the Sponsor Warrants Purchase Price paid by such Subscriber, without interest, as soon as practicable thereafter or the Company shall instruct the Trustee holding such funds to do so.
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Failure to Consummate IPO. Notwithstanding anything to the contrary in this Agreement, in the event that the IPO is not consummated on or prior to December 31, 2010, this Agreement shall terminate and shall be of no further force or effect and the Prior Agreement shall continue unmodified in full force and effect; provided that the waiver of registration rights set forth in Section 6.13 with respect to the IPO shall survive the termination of this Agreement pursuant to this Section 6.14.
Sample 1
Failure to Consummate IPO. If the Company does not consummate its IPO for any reason, the Company shall either return to each Subscriber the Purchase Price paid by each Subscriber, without interest, as soon as practicable thereafter or the Company shall instruct the Trustee holding such funds to do so. Name of the Subscriber: Trillium Capital LLC Number of Founder Warrants Being Subscribed: 3,025,000 Aggregate Purchase Price: $3,025,000 Date of Subscription: July 9, 2007 Place of Residency and/or Principal Place of Business: Telephone: Fax: e-mail address: This subscription is accepted by the Company on the 9th day of July, 2007. GLOBAL BPO SERVICES CORP. By: /s/ R. Xxxxx Xxxxxx Name: R. Xxxxx Xxxxxx Title: Chief Executive Officer SUBSCRIBER Trillium Capital LLC By: /s/ R. Xxxxx Xxxxxx R. Xxxxx Xxxxxx, Sole Member Name of the Subscriber: M. Xxxxxxxx Xxxx Number of Founder Warrants Being Subscribed: 500,000 Aggregate Purchase Price: $500,000 Date of Subscription: July 9, 2007 Place of Residency and/or Principal Place of Business: Telephone: Fax: e-mail address: This subscription is accepted by the Company on the 9th day of July, 2007. GLOBAL BPO SERVICES CORP. By: /s/ R. Xxxxx Xxxxxx Name: R. Xxxxx Xxxxxx Title: Chief Executive Officer SUBSCRIBER By: /s/ M. Xxxxxxxx Xxxx M. Xxxxxxxx Xxxx Name of the Subscriber: Xxxxx X. X’Xxxxx Number of Founder Warrants Being Subscribed: 500,000 Aggregate Purchase Price: $500,000 Date of Subscription: July 9, 2007 Place of Residency and/or Principal Place of Business: Telephone: Fax: e-mail address: This subscription is accepted by the Company on the 9th day of July, 2007. GLOBAL BPO SERVICES CORP. By: /s/ R. Xxxxx Xxxxxx Name: R. Xxxxx Xxxxxx Title: Chief Executive Officer SUBSCRIBER By: /s/ Xxxxx X. X’Xxxxx Xxxxx X. X’Xxxxx Name of the Subscriber: Xxxxxxx Xxxxx Number of Founder Warrants Being Subscribed: 350,000 Aggregate Purchase Price: $350,000 Date of Subscription: July 9, 2007 Place of Residency and/or Principal Place of Business: Telephone: Fax: e-mail address: This subscription is accepted by the Company on the 9th day of July, 2007. GLOBAL BPO SERVICES CORP. By: /s/ R. Xxxxx Xxxxxx Name: R. Xxxxx Xxxxxx Title: Chief Executive Officer SUBSCRIBER By: /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx Name of the Subscriber: Xxxx X. Xxxxxxx Number of Founder Warrants Being Subscribed: 500,000 Aggregate Purchase Price: $500,000 Date of Subscription: July 9, 2007 Place of Residency and/or Principal Place of Business: Telephone: Fax: e-mail address: This subscript...
Sample 1

Related to Failure to Consummate IPO

  • Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.

  • Failure to Consummate a Business Combination; Trust Account Waiver (a) The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously release to the Company to pay income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the required time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, if any, divided by the number of then-outstanding Public Shares.

  • CONDITIONS TO CONSUMMATION Section 5.1. Conditions to Each Party's Obligations. The respective -------------------------------------- obligations of each party to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions:

  • Efforts to Consummate (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions (including (i) the satisfaction of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original Agreement Date and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

  • CONDITIONS TO CONSUMMATION OF MERGER 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Failure to Close (A) If Seller(s) fails to convey the property as provided in this contract: Buyer(s) may exercise legal remedies including suit for specific performances or damages. Agent may xxx Xxxxxx(s) to recover loss of commission. Agent may pay Xxxxxxx Money into a court of competent jurisdiction, or retain Xxxxxxx Money until directed to distribute the same by a court of competent jurisdiction.

  • Our Liability for Failure to Complete Transactions If we do not properly complete a transaction from your Card on time or in the correct amount according to our Agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

  • FAILURE TO CONTRIBUTE Pursuant to Section 00-00-000 of the Act, any contribution must be satisfied by the Member within sixty (60) days from the date of the call for capital. If a Member fails to make its required contributions to the Company, then the other Members may seek enforcement of the obligation to contribute capital. Any remedy under the Act may be pursued, including allowing the individual to become a Member without a transferable interest, provided there is unanimous consent from all Members who have satisfied their contribution obligations.

  • Merger Transaction Section 2.1

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