PIPE Subscription Agreements. Prior to entry by Pubco into any PIPE Subscription Agreements or any other agreement related to the issuance of any Equity Securities, unless SPAC is a party to, or otherwise consents to the terms of, any such agreement, Pubco shall provide SPAC with each such agreement prior to its execution and provide SPAC reasonable time to review and comment thereon and shall consider in good faith any comments from SPAC with respect to any such agreement. Pubco will promptly deliver to the Company true, correct and complete copies of each of the fully executed PIPE Subscription Agreements upon execution thereof, pursuant to which the PIPE Investors will have committed, subject to the terms and conditions therein, to purchase Pubco Ordinary Shares immediately following the Share Contribution Closing and prior to the Second Merger Closing. Each of the Parties shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions therein, including maintaining in effect the PIPE Subscription Agreements and to: (a) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Subscription Agreements and otherwise comply with its obligations thereunder; (b) in the event that all conditions in the PIPE Subscription Agreements (other than conditions that another of them or its Affiliates controls the satisfaction of and other than those conditions that by their nature are to be satisfied following the Share Contribution, but subject to their satisfaction following the Share Contribution) have been satisfied, consummate the PIPE Subscriptions immediately following the Share Contribution; (c) confer with the other parties regarding timing of the expected Share Contribution Effective Time (as defined in the PIPE Subscription Agreements); (d) deliver notices to the counterparties to the PIPE Subscription Agreements sufficiently in advance of the Share Contribution Effective Time to cause them to fund their obligations as far in advance of the Share Contribution Effective Time as permitted by the PIPE Subscription Agreements; and (e) cause each PIPE Investor to pay to (or as directed by) Pubco the applicable portion of its investment amount, set forth in the respective PIPE Subscription Agreement, in accordance with its terms. Pubco shall take all actions required under the P...
PIPE Subscription Agreements. Unless otherwise approved in writing by the Company, Tuatara shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the PIPE Subscription Agreements in any manner other than to reflect any permitted assignments or transfers of the PIPE Subscription Agreements by the applicable PIPE Investors pursuant to the PIPE Subscription Agreements. Tuatara shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including using its reasonable best efforts to enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Tuatara the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms.
PIPE Subscription Agreements. Each PIPE Subscription Agreement will be, upon execution thereof, a legal, valid and binding obligation of Pubco and each PIPE Investor relating to any PIPE Subscription Agreement. The PIPE Subscription Agreements will contain all of the conditions precedent to the obligations of the PIPE Investors to contribute to Pubco the applicable portion of investment amount thereunder on the terms therein.
PIPE Subscription Agreements. Unless otherwise approved in writing by the Company, such approval not to be unreasonably withheld, conditioned or delayed, LIVK shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the PIPE Subscription Agreements in any manner other than to reflect any permitted assignments or transfers of the PIPE Subscription Agreements by the applicable PIPE Investors pursuant to the PIPE Subscription Agreements. LIVK shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including using its reasonable best efforts to enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) LIVK the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms. Without limiting the generality of the foregoing, LIVK shall give the Company prompt (under the circumstances) written notice: (A) of any amendment to any PIPE Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to any PIPE Subscription Agreement that is known to LIVK; (C) of the receipt of any written notice or other written communication from any party to any PIPE Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any PIPE Subscription Agreement or any provisions of any PIPE Subscription Agreement; and (D) of any underfunding of any amount under any PIPE Subscription Agreement.
PIPE Subscription Agreements. In connection with the execution of the merger agreement, Panacea entered into PIPE subscription agreements with certain investors for a private placement of shares of Panacea Class A common stock, including Xx. Xxxx and funds affiliated with the Sponsor. The PIPE subscription agreements will become effective prior to the completion of the merger. See “The Merger Agreement—Related Agreements—PIPE Subscription Agreements” beginning on page 261 of this proxy statement/prospectus.
PIPE Subscription Agreements. Unless otherwise approved in writing by the Company and the Charterhouse Parties, the SPAC shall not permit any material amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the PIPE Subscription Agreements in any manner adverse to the Company or the Charterhouse Parties. The SPAC shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including using its reasonable best efforts to enforce its rights under the PIPE Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) the SPAC the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms. The SPAC shall not permit any PIPE Investor to transfer any New SPAC Common Stock that would trigger any filing or notification with a Regulatory Consent Authority, other than those filings and notifications listed on Section 11.01(c) of the Company Disclosure Schedule, without the prior written consent of the Company and the Charterhouse Parties.
PIPE Subscription Agreements. Unless otherwise approved in writing by the Company, Silver Spike shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the PIPE Subscription Agreements in any manner other than to reflect any permitted assignments or transfers of the PIPE Subscription Agreements by the applicable PIPE Investors pursuant to the PIPE Subscription Agreements. Silver Spike shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including using its reasonable best efforts to enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Silver Spike the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms.
PIPE Subscription Agreements. Armada and the Company shall each use its reasonable efforts to satisfy the conditions of the PIPE Investors’ closing obligations contained in the PIPE Subscription Agreement (if any), and consummate the transactions contemplated thereby. Armada and the Company shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the PIPE Subscription Agreement (if any) in any manner other than (a) as expressly provided for by the terms of the PIPE Subscription Agreement, or (b) to reflect any permitted assignments or transfers of the PIPE Subscription Agreement by the PIPE Investors pursuant to the PIPE Subscription Agreement, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). The Company and Armada shall use their respective reasonable efforts prior to the Closing to procure one or more further investors to enter into PIPE Subscription Agreement(s) with Armada and the Company for the PIPE Financing in form and substance reasonably satisfactory to the Parties.
PIPE Subscription Agreements. The Counterparty and Seller have entered into (i) a subscription agreement, which this Agreement is conditioned on, (the “New Money PIPE Subscription Agreement”), pursuant to which the Seller has committed, upon the consummation of the Business Combination, to purchase 300,000 shares of Counterparty’s Class A ordinary shares for an aggregate purchase price equal to $1,5 million and (ii) additional subscription agreement(s), from time to time for the purchase by Seller of the Additional Shares (the “FPA Funding Amount PIPE Subscription Agreement” and, together with the New Money PIPE Subscription Agreement, the “PIPE Subscription Agreements”). As of the date hereof, the PIPE Subscription Agreements are in full force and effect and are legal, valid and binding upon the Counterparty and, to the knowledge of the Counterparty, the Seller, enforceable in accordance with it terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Seller shall purchase pursuant to the FPA Funding Amount PIPE Subscription Agreements, Additional Shares in an amount no less than 1,500,000less the Recycled Shares; provided, however, that Seller shall not be required to purchase an amount of Additional Shares such that following the issuance of Additional Shares, its ownership would exceed 9.9% ownership of the total Shares outstanding immediately after giving effect to such issuance unless Seller at its sole discretion waives such 9.9% ownership limitation.
PIPE Subscription Agreements. The PIPE Subscription Agreements shall remain in full force and effect until the Closing Date, without giving effect to any modifications, amendments, consents or waivers by the Borrower (or any of its affiliates) on or prior to the Closing Date that are materially adverse to the interests of the Arranger and the Lenders in their respective capacities as such without the prior consent of the Arranger (such consent not to be unreasonably withheld, delayed or conditioned) (provided that the Arranger shall be deemed to have consented to such modification, amendment, consent or waiver unless it shall object thereto within three (3) business days after written notice of such modification, amendment, consent or waiver) and shall provide for binding commitments to provide no less than $800,000,000 of cash consideration which shall be contributed to the Purchaser.
