CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED Sample Clauses

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT
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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 89 Section 6.1 Conditions to the Obligations of the Parties 89 Section 6.2 Other Conditions to the Obligations of the Parent Parties 90 Section 6.3 Other Conditions to the Obligations of the Company Parties 91 Section 6.4 Frustration of Closing Conditions 92 ARTICLE 7 TERMINATION 92 Section 7.1 Termination 92 Section 7.2 Effect of Termination 93 ARTICLE 8 MISCELLANEOUS 94 Section 8.1 Non-Survival 94 Section 8.2 Entire Agreement; Assignment 94 Section 8.3 Amendment 94 Section 8.4 Notices 94 Section 8.5 Governing Law 96 Section 8.6 Fees and Expenses 96 Section 8.7 Construction; Interpretation 96 Section 8.8 Exhibits and Schedules 97 Section 8.9 Parties in Interest 97 Section 8.10 Severability 97 Section 8.11 Counterparts; Electronic Signatures 98 Section 8.12 Knowledge of Company; Knowledge of Parent 98 Section 8.13 No Recourse 98 Section 8.14 Extension; Waiver 98 Section 8.15 Waiver of Jury Trial 99 Section 8.16 Submission to Jurisdiction 99 Section 8.17 Remedies 100 Section 8.18 Trust Account Waiver 100 SCHEDULES AND EXHIBITS Schedule A PIPE Investors Schedule B Supporting Company Persons Schedule C Required Governing Documents Proposals Exhibit A Form of Parent Certificate of Incorporation Exhibit B Form of Parent Bylaws Exhibit C Form of PIPE Investor Subscription Agreement Exhibit D Form of Advisory Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Transaction Support Agreement Exhibit G Form of Parent Incentive Equity Plan BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7, 2021, is made by and among HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Parent”), Optimus Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), Optimus Merger Sub II, Inc., a Delaware corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Hyperfine, Inc., a Delaware corporation (“Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal,” and together with Hyperfine, the “Company Parties”). Parent, Merger Subs and the Company Parties shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 73 Section 6.1 Conditions to the Obligations of the Company, Parent and Merger Sub 73 Section 6.2 Other Conditions to the Obligations of Parent and Merger Sub 74 Section 6.3 Other Conditions to the Obligations of the Company 75 Section 6.4 Frustration of Closing Conditions 76 Article 7 TERMINATION 76 Section 7.1 Termination 76 Section 7.2 Effect of Termination 77 Article 8 REPRESENTATIVE OF THE EQUITYHOLDERS 79 Section 8.1 Authorization of Representative 79 Article 9 MISCELLANEOUS 81 Section 9.1 Entire Agreement; Assignment; Amendment 81 Section 9.2 Notices 82 Section 9.3 Governing Law 83 Section 9.4 Fees and Expenses 83 Section 9.5 Construction 83 Section 9.6 Exhibits and Schedules 84 Section 9.7 Parties in Interest 84 Section 9.8 Extension; Waiver 84 Section 9.9 Severability 85 Section 9.10 Counterparts; Facsimile Signatures 85 Section 9.11 Non-Survival of Representations, Warranties and Covenants 85 Section 9.12 WAIVER OF JURY TRIAL 85 Section 9.13 Jurisdiction and Venue 86 Section 9.14 Remedies 86 Section 9.15 Non-Recourse 87 Section 9.16 Legal Representation; Privilege 88 DOC ID - 32901658.22 3
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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 83 Section 6.1 Conditions to the Obligations of the Parties 83 Section 6.2 Other Conditions to the Obligations of the RACA Parties 84 Section 6.3 Other Conditions to the Obligations of the Company 85 Section 6.4 Frustration of Closing Conditions 85
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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 92 Section 7.1 Conditions to the Obligations of the Parties 92 Section 7.2 Other Conditions to the Obligations of BHAC Parties 93 Section 7.3 Other Conditions to the Obligations of the Company 94 Section 7.4 Frustration of Closing Conditions 95 ARTICLE 8 TERMINATION 95 Section 8.1 Termination 95 Section 8.2 Effect of Termination 96
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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 60 Section 7.1 Conditions to the Obligations of the Parties 60
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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 38 Section 7.1 Conditions to the Obligations of the Company, Acquiror and Contributor 38 Section 7.2 Other Conditions to the Obligations of Acquiror 38 Section 7.3 Other Conditions to the Obligations of the Company and Contributor 39 ARTICLE 8 TERMINATION; AMENDMENT; WAIVER 39 Section 8.1 Termination 39 Section 8.2 Effect of Termination 40 Section 8.3 Amendment 41 Section 8.4 Extension; Waiver 41
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CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 84 Section 6.1 Conditions to the Obligations of the Parties 84 Section 6.2 Other Conditions to the Obligations of the Atlas Parties 84
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