Hyliion Holdings Corp (HYLN)

[EquityMonster83]

Expected merger date from S4.

Conduct of Business Pending the Merger

Hyliion has agreed that, prior to the Effective Time or termination of the Business Combination Agreement, subject to certain exceptions, it will conduct its business in the ordinary course of business and in a manner consistent with past practice. Hyliion has also agreed to use its reasonable best efforts to preserve substantially intact its business organization, to keep available the services of its current officers, key employees and consultants and to preserve the current relationships of Hyliion with customers, suppliers and any other person with which Hyliion has significant business relations.

In addition to the general covenants above, Hyliion has agreed that prior to the Effective Time, subject to specified exceptions, it will not, without the written consent of TortoiseCorp (which may not be unreasonably conditioned, withheld or delayed):

acquire (including, without limitation, by merger, consolidation or acquisition of stock or substantially all of the assets or any other business combination) any corporation, partnership, other business organization or any division thereof, other than the acquisition of inventory and up to $1,000,000 of fixed assets in the ordinary course of business consistent with past practice; or incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse or otherwise become responsible for, the obligations of any person, or make any loans or advances, or intentionally grant any security interest in any of its assets, provided that the incurrence of up to $10,000,000 (or $30,000,000 if the Closing Date has not occurred by September 16, 2020) of indebtedness in accordance with certain limitations shall not require the consent of TortoiseCorp;

So it looks like they expect to have the merger wrapped up by September 16th.