Common use of Business Activities; Absence of Certain Changes or Events Clause in Contracts

Business Activities; Absence of Certain Changes or Events. (a) Since its formation, Parent has not conducted any business activities other than other than activities (i) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (ii) directed toward the accomplishment of a Business Combination (as defined in the Parent Organizational Documents) or (iii) those that are administrative, ministerial or otherwise immaterial in nature. Except as set forth in the Parent Organizational Documents, there is no agreement, commitment or order binding upon Parent or to which Parent is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent or any acquisition of property by Parent or the conduct of business by Parent as currently conducted or as contemplated to be conducted as of the Closing other than such effects which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Merger Sub I and Merger Sub II was formed solely for the purpose of engaging in the Transactions and has not engaged in any business activities or conducted any operations or incurred any obligation or liability, other than (i) as contemplated by its organizational documents and this Agreement, and (ii) those that are administrative, ministerial or otherwise immaterial in nature. There is no agreement, commitment or order binding upon Merger Sub I or Merger Sub II or to which Merger Sub I or Merger Sub II is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub I or Merger Sub II or the conduct of business by Merger Sub I or Merger Sub II as currently conducted or as contemplated to be conducted as of the Closing other than such effects which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (c) Since its formation, except as expressly contemplated by this Agreement, (i) Parent has conducted its business in all material respects in the ordinary course of business, and (ii) there has not been a Parent Material Adverse Effect to the date of this Agreement.

Business Activities; Absence of Certain Changes or Events. (a) Since its formationincorporation, Parent Acquiror has not conducted any business activities other than other than activities (i) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (ii) directed toward the accomplishment of a Business Combination (as defined in the Parent Organizational Documents) or (iii) those that are administrative, ministerial or otherwise immaterial in natureCombination. Except as set forth in the Parent Acquiror Organizational Documents, there is no agreement, commitment or order Governmental Order binding upon Parent Acquiror or to which Parent Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent Acquiror or any acquisition of property by Parent Acquiror or the conduct of business by Parent Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects whicheffects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Parent an Acquiror Material Adverse Effect. (b) Each of Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, any contract or transaction which constitutes a Business Combination. (c) Since its incorporation, Merger Sub I and Merger Sub II was formed solely for the purpose of engaging in the Transactions and has not engaged in conducted any business activities or conducted any operations or incurred any obligation or liability, other than (i) activities directed toward the accomplishment of the Merger. Except as contemplated by its set forth in Merger Sub’s organizational documents and this Agreementdocuments, and (ii) those that are administrative, ministerial or otherwise immaterial in nature. There there is no agreement, commitment commitment, or order Governmental Order binding upon Merger Sub I or Merger Sub II or to which Merger Sub I or Merger Sub II is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub I or Merger any acquisition of property by Xxxxxx Sub II or the conduct of business by Merger Xxxxxx Sub I or Merger Sub II as currently conducted or as contemplated to be conducted as of the Closing other than such effects whicheffects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Parent an Acquiror Material Adverse Effect. (cd) Except as set forth on Section 5.08(d) of the Acquiror Disclosure Schedule, as of the date of this Agreement, there is no liability, debt or obligation of Acquiror or its Subsidiaries or any Acquiror Transaction Cost (other than any such liabilities, debts or obligations that are not and would not be, in the aggregate, material to Acquiror and its Subsidiaries, taken as a whole), except (i) as reflected or reserved for on Acquiror’s unaudited condensed balance sheet for the period ended March 31, 2023 (the “Acquiror Balance Sheet Date”) or that have arisen since the Acquiror Balance Sheet Date in the ordinary course of business of Acquiror and its Subsidiaries or (ii) any loan from the Sponsor or an Affiliate thereof or certain of Acquiror’s officers and directors to finance Acquiror’s transaction costs in connection with the Transactions or other expenses unrelated to the Transactions. (e) Except with respect to this Agreement and the Transactions, Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. (f) Merger Sub was formed solely for the purpose of effecting the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation and the Transactions. (g) Since its formationDecember 31, 2022, except as expressly contemplated by this Agreement, (i) Parent Acquiror has conducted its business in all material respects in the ordinary course of businessand in a manner consistent with past practice, and other than due to any actions taken due to any COVID-19 Measures, (ii) Acquiror has not sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of any right, title, or interest in or to any of its material assets, (iii) there has not been a Parent an Acquiror Material Adverse Effect to Effect, and (iv) Acquiror has not taken any action that, if taken after the date of this Agreement, would constitute a material breach of any of the covenants set forth in Section 6.02. (h) None of Acquiror, Merger Sub, any of their respective directors or officers, or to the Acquiror’s knowledge, agents, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of any applicable Anti-Corruption Law; or (iii) made any payment in the nature of criminal bribery, in each of the foregoing clauses (i)-(iii) except as would not reasonably be expected to result in material liability to Acquiror or Merger Sub. (i) None of Acquiror, Merger Sub, any of their respective directors or officers, or to the Acquiror’s knowledge, agents (i) is or has been a Sanctioned Person; (ii) has transacted business with or for the benefit of any Sanctioned Person or has otherwise violated applicable Sanctions; or (iii) has violated any Ex-Im Laws, in each of the foregoing clauses (i)-(iii) except as would not reasonably be expected to result in material liability to Acquiror or Merger Sub. (j) There are no, and there have never been, any internal or external investigations, audits, actions or proceedings pending, or any voluntary or involuntary disclosures made to a Governmental Authority, with respect to any apparent or suspected violation by Acquiror or Merger Sub, or any of their respective officers, directors, employees, or agents with respect to any Anti-Corruption Laws, Sanctions, or Ex-Im Laws, except as would not reasonably be expected to result in material liability to Acquiror or Merger Sub.

Business Activities; Absence of Certain Changes or Events. (a) Since its formation, Parent has not conducted any business activities other than other than activities (i) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (iiexistence,(ii) directed toward the accomplishment of a Business Combination (as defined in the Parent Organizational Documents) or (iii) those that are administrative, ministerial or otherwise immaterial in nature. Except as set forth in the Parent Organizational Documents, there is no agreement, commitment or order binding upon Parent or to which Parent is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent or any acquisition of property by Parent or the conduct of business by Parent as currently conducted or as contemplated to be conducted as of the Closing other than such effects which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Merger Sub I and Merger Sub II was formed solely for the purpose of engaging in the Transactions and has not engaged in any business activities or conducted any operations or incurred any obligation or liability, other than (i) as contemplated by its organizational documents and this Agreement, and (ii) those that are administrative, ministerial or otherwise immaterial in nature. There is no agreement, commitment or order binding upon Merger Sub I or Merger Sub II or to which Merger Sub I or Merger Sub II is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub I or Merger Sub II or the conduct of business by Merger Sub I or Merger Sub II as currently conducted or as contemplated to be conducted as of the Closing other than such effects which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (c) Since its formation, except as expressly contemplated by this Agreement, (i) Parent has conducted its business in all material respects in the ordinary course of business, and (ii) there has not been a Parent Material Adverse Effect to the date of this AgreementEffect.

Business Activities; Absence of Certain Changes or Events. (a) Since its formationincorporation, Parent SPAC has not conducted any business activities other than other than activities (i) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (ii) directed toward the accomplishment of a Business Combination (as defined in the Parent Organizational Documents) or (iii) those that are administrative, ministerial or otherwise immaterial in natureCombination. Except as set forth in the Parent SPAC Organizational Documents, there is no agreement, commitment or order Governmental Order binding upon Parent SPAC or to which Parent SPAC is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent SPAC or any acquisition of property by Parent SPAC or the conduct of business by Parent SPAC as currently conducted or as contemplated to be conducted as of the Closing other than such effects whicheffects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Parent SPAC Material Adverse Effect. (b) Each of Except for this Agreement and the Transactions, SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, SPAC has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or have its assets or property subject to, in each case whether directly or indirectly, any contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination. (c) Since its organization, Merger Sub I and Merger Sub II was formed solely for the purpose of engaging in the Transactions and has not engaged in conducted any business activities or conducted any operations or incurred any obligation or liability, other than (i) activities directed toward the accomplishment of the Merger. Except as contemplated by its organizational documents and this Agreementset forth in the Merger Sub Organizational Documents, and (ii) those that are administrative, ministerial or otherwise immaterial in nature. There there is no agreement, commitment commitment, or order Governmental Order binding upon the Merger Sub I or Merger Sub II or to which the Merger Sub I or Merger Sub II is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub I or any acquisition of property by Merger Sub II or the conduct of business by Merger Sub I or Merger Sub II as currently conducted or as contemplated to be conducted as of the Closing other than such effects whicheffects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Parent SPAC Material Adverse Effect. (cd) Merger Sub does not own or has a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. (e) Merger Sub was formed solely for the purpose of effecting the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation and the Transactions. (f) Since its formationJuly 8, 2021 and on and prior to the date of this Agreement, except as expressly contemplated by this Agreement, (i) Parent SPAC has conducted its business in all material respects in the ordinary course of businesscourse, and other than due to any actions taken due to any COVID-19 Measures, (ii) SPAC has not sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of any right, title, or interest in or to any of its material assets, (iii) there has not been a Parent SPAC Material Adverse Effect to Effect, and (iv) SPAC has not taken any action that, if taken after the date of this Agreement, would constitute a material breach of any of the covenants set forth in Section 6.02.

Business Activities; Absence of Certain Changes or Events. (a) Since its formationincorporation, Parent SPAC has not conducted any business activities other than other than activities (i) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (ii) directed toward the accomplishment of a Business Combination (as defined in the Parent Organizational Documents) or (iii) those that are administrative, ministerial or otherwise immaterial in natureCombination. Except as set forth in the Parent Organizational SPAC Constitutional Documents, there is no agreement, commitment or order Governmental Order binding upon Parent SPAC or to which Parent SPAC is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent SPAC or any acquisition of property by Parent SPAC or the conduct of business by Parent SPAC as currently conducted or as contemplated to be conducted as of the Acquisition Closing other than such effects whicheffects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Parent SPAC Material Adverse Effect. (b) Each of Except for this Agreement and the Transactions, SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, SPAC has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or have its assets or property subject to, in each case whether directly or indirectly, any contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination. (c) Since its organization, neither Holdings nor Merger Sub I has conducted any business activities other than activities directed toward the accomplishment of the Mergers. Except as set forth in the Holdings Constitutional Documents and Merger Sub II was formed solely for the purpose of engaging in the Transactions and has not engaged in any business activities or conducted any operations or incurred any obligation or liabilityConstitutional Documents, other than (i) as contemplated by its organizational documents and this Agreement, and (ii) those that are administrative, ministerial or otherwise immaterial in nature. There there is no agreement, commitment commitment, or order Governmental Order binding upon Merger Sub I Holdings or Merger Sub II Sub, or to which Merger Sub I Holding or Merger Sub II Sub, is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Holdings, Merger Sub I or any acquisition of property by Holdings or Merger Sub II or the conduct of business by Merger Sub I Holdings or Merger Sub II as currently conducted or as contemplated to be conducted as of the Acquisition Closing other than such effects whicheffects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Parent SPAC Material Adverse Effect. (cd) Since its formationNeither Holdings nor Merger Sub owns or has a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. (e) Holdings and Merger Sub were incorporated solely for the purpose of effecting the Mergers and have no, and at all times prior to the Acquisition Merger Effective Time except as expressly contemplated by this AgreementAgreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation and the Transactions. (if) Parent has conducted its business in all material respects in the ordinary course of businessSince September 30, and (ii) 2022 there has not been a Parent SPAC Material Adverse Effect to the date of this Agreementthat is continuing.

Business Activities; Absence of Certain Changes or Events. (a) Since its formationincorporation, Parent SPAC has not conducted any business activities other than other than activities (i) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (ii) directed toward the accomplishment of a Business Combination (as defined in the Parent Organizational Documents) or (iii) those that are administrative, ministerial or otherwise immaterial in natureCombination. Except as set forth in the Parent SPAC Organizational Documents, there is no agreement, commitment or order Governmental Order binding upon Parent SPAC or to which Parent SPAC is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent SPAC or any acquisition of property by Parent SPAC or the conduct of business by Parent SPAC as currently conducted or as contemplated to be conducted as of the Acquisition Closing other than such effects whicheffects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Parent SPAC Material Adverse Effect. (b) Each of Except for this Agreement and the Transactions, SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, SPAC has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or have its assets or property subject to, in each case whether directly or indirectly, any contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination. (c) Since its organization, Merger Sub I and Merger Sub II was formed solely for the purpose of engaging in the Transactions and has not engaged in conducted any business activities or conducted any operations or incurred any obligation or liability, other than (i) activities directed toward the accomplishment of the Mergers. Except as contemplated by its organizational documents and this Agreementset forth in the Merger Sub Organizational Documents, and (ii) those that are administrative, ministerial or otherwise immaterial in nature. There there is no agreement, commitment commitment, or order Governmental Order binding upon the Merger Sub I or Merger Sub II Sub, or to which the Merger Sub I or Merger Sub II Sub, is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub I or any acquisition of property by Merger Sub II or the conduct of business by Merger Sub I or Merger Sub II as currently conducted or as contemplated to be conducted as of the Acquisition Closing other than such effects whicheffects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Parent SPAC Material Adverse Effect. (cd) Since its formationMerger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. (e) Merger Sub was formed solely for the purpose of effecting the Mergers and has no, and at all times prior to the Acquisition Merger Effective Time except as expressly contemplated by this AgreementAgreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation and the Transactions. (if) Parent has conducted its business in all material respects in the ordinary course of businessSince February 4, and (ii) 2021 there has not been a Parent SPAC Material Adverse Effect to the date of this Agreementthat is continuing.

Business Activities; Absence of Certain Changes or Events. (a) Since its formationincorporation, Parent SPAC has not conducted any business activities other than other than activities (i) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (ii) directed toward the accomplishment of a Business Combination (as defined in the Parent Organizational Documents) or (iii) those that are administrative, ministerial or otherwise immaterial in natureCombination. Except as set forth in the Parent SPAC Organizational Documents, there is no agreement, commitment Contract or order Governmental Order binding upon Parent SPAC or to which Parent SPAC is a party which has had or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent SPAC or any acquisition of property by Parent SPAC or the conduct of business by Parent SPAC as currently conducted or as contemplated to be conducted as of the Closing other than such effects which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse EffectClosing. (b) Each of Except for this Agreement and the Transactions, SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, SPAC has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or have its assets or property subject to, in each case whether directly or indirectly, any contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination. (c) BVI Merger Sub I and Merger Sub II was formed on July 15, 2021, solely for the purpose of engaging in the Transactions and is, and will be (a) at all times prior to the SPAC Merger Effective Time, wholly owned by SPAC and (b) at all times following the SPAC Merger Effective Time and prior to the Company Merger Effective Time, owned by Holdings. Since the date of its incorporation, BVI Merger Sub has not engaged engaged, and at all times prior to the Company Merger Effective Time will not engage, in any business activities or conducted any operations or incurred any obligation or liability, other than (i) as contemplated by the execution of this Agreement and the other Transaction Documents to which BVI Merger Sub is party, the performance of its organizational documents obligations hereunder and this Agreementthereunder in furtherance of the Transactions, and (ii) those that are administrative, ministerial or otherwise immaterial in naturematters ancillary thereto. There is no agreement, commitment or order binding upon BVI Merger Sub I does not have, and prior to the Company Merger Effective Time will not have, any operations, assets, liabilities or Merger Sub II or to which Merger Sub I or Merger Sub II is a party which has had or would reasonably be expected to have the effect obligations of prohibiting or impairing any business practice of Merger Sub I or Merger Sub II or the conduct of business by Merger Sub I or Merger Sub II as currently conducted or as contemplated to be conducted as of the Closing nature other than such effects which, individually or those incurred in connection with its formation and pursuant to this Agreement and the aggregate, would not reasonably be expected to have a Parent Material Adverse EffectTransactions. (cd) Since its formationJanuary 19, 2021, and on and prior to the date hereof, except as expressly contemplated by this Agreement, (i) Parent SPAC has conducted its business in all material respects in the ordinary course of businesscourse, and other than due to any actions taken due to any COVID-19 Measures, (ii) SPAC has not sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of any right, title, or interest in or to any of its material assets and (iii) SPAC has not taken any action that, if taken after the date hereof, would constitute a breach of any of the covenants set forth in Section 6.02. (e) Since January 19, 2021, except as expressly contemplated by this Agreement, there has not been a Parent SPAC Material Adverse Effect to the date of this AgreementEffect.

Business Activities; Absence of Certain Changes or Events. (a) Since its formationincorporation, Parent has not conducted any business activities other than other than activities (i) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (ii) directed toward the accomplishment of a Business Combination (as defined in the Parent Organizational Documents) or (iii) those that are administrative, ministerial or otherwise immaterial in nature). Except as set forth in the Parent Organizational Documents, there is no agreement, commitment or order Order binding upon Parent or to which Parent is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent or any acquisition of property by Parent or the conduct of business by Parent as currently conducted or as contemplated to be conducted as of the Closing other than such effects whicheffects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Since their organization, Merger Sub I and Merger Sub II was formed solely for the purpose of engaging in the Transactions and has Subs have not engaged in conducted any business activities or conducted any operations or incurred any obligation or liability, other than (i) activities directed toward the accomplishment of the Mergers. Except as contemplated by its set forth in Merger Subs’ organizational documents and this Agreementdocuments, and (ii) those that are administrative, ministerial or otherwise immaterial in nature. There there is no agreement, commitment commitment, or order Order binding upon Merger Sub I or Merger Sub II Subs or to which Merger Sub I or Merger Sub II is Subs are a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub I Subs or any acquisition of property by Merger Sub II Subs or the conduct of business by Merger Sub I or Merger Sub II Subs as currently conducted or as contemplated to be conducted as of the Closing other than such effects whicheffects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Parent Material Adverse Effect. At all times prior to the Effective Times, except as contemplated by this Agreement or the ancillary agreements to this Agreement, Merger Subs will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to their incorporation. (c) Since its formation, except Except as expressly contemplated by this Agreement, (i) Parent has since January 24, 2020, Parent, and since the date of their formation or incorporation, the Merger Subs, have in all material respects conducted its business in all material respects in the ordinary course Ordinary Course of business, Business and there has not been: (a) any Parent Material Adverse Effect or (b) any action that (i) would require the consent of the Companies pursuant to Section 6.2 if such action had been taken after the date hereof and (ii) there has not been is material to Parent and the Merger Subs, taken as a Parent Material Adverse Effect to the date of this Agreementwhole.

Business Activities; Absence of Certain Changes or Events. (a) Since its formationincorporation, Parent SPAC has not conducted any business activities other than other than activities (i) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (ii) directed toward the accomplishment of a Business Combination (as defined in the Parent Organizational Documents) or (iii) those that are administrative, ministerial or otherwise immaterial in natureCombination. Except as set forth in the Parent SPAC Organizational Documents, there is no agreement, commitment or order Governmental Order binding upon Parent SPAC or to which Parent SPAC is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent SPAC or any acquisition of property by Parent SPAC or the conduct of business by Parent SPAC as currently conducted or as contemplated to be conducted as of the Acquisition Closing other than such effects whicheffects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Parent SPAC Material Adverse Effect. (b) Each of Except for this Agreement and the Transactions, SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, SPAC has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or have its assets or property subject to, in each case whether directly or indirectly, any contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination. (c) Since its organization, Merger Sub I and Merger Sub II was formed solely for the purpose of engaging in the Transactions and has not engaged in conducted any business activities or conducted any operations or incurred any obligation or liability, other than (i) activities directed toward the accomplishment of the Mergers. Except as contemplated by its organizational documents and this Agreementset forth in the Merger Sub Organizational Documents, and (ii) those that are administrative, ministerial or otherwise immaterial in nature. There there is no agreement, commitment commitment, or order Governmental Order binding upon the Merger Sub I or Merger Sub II or to which the Merger Sub I or Merger Sub II is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub I or any acquisition of property by Merger Sub II or the conduct of business by Merger Sub I or Merger Sub II as currently conducted or as contemplated to be conducted as of the Acquisition Closing other than such effects whicheffects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Parent SPAC Material Adverse Effect. (cd) Merger Sub does not own or has a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. (e) Merger Sub was formed solely for the purpose of effecting the Merger and has no, and at all times prior to the Acquisition Merger Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation and the Transactions. (f) Since its formationJanuary 7, 2021 and on and prior to the date of this Agreement, except as expressly contemplated by this Agreement, (i) Parent SPAC has conducted its business in all material respects in the ordinary course of businesscourse, and other than due to any actions taken due to any COVID-19 Measures, (ii) SPAC has not sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of any right, title, or interest in or to any of its material assets, (iii) there has not been a Parent SPAC Material Adverse Effect to Effect, and (iv) SPAC has not taken any action that, if taken after the date of this Agreement, would constitute a material breach of any of the covenants set forth in Section 6.02.

Business Activities; Absence of Certain Changes or Events. (ai) Since its formationincorporation, Parent the Purchaser has not conducted any business activities other than other than activities (i) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (ii) directed toward the accomplishment of a Business Combination (as defined in the Parent Organizational Documents) or (iii) those that are administrative, ministerial or otherwise immaterial in naturebusiness combination. Except as set forth out in the Parent Organizational DocumentsPurchaser’s constating documents, there is no agreement, commitment or order Order binding upon Parent the Purchaser or to which Parent the Purchaser is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent the Purchaser or any acquisition of property by Parent the Purchaser or the conduct of business by Parent the Purchaser as currently conducted or as contemplated to be conducted as of the Closing other than such effects which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse EffectClosing. (bii) Each of Merger Sub I and Merger Sub II was formed solely for the purpose of engaging in the Transactions and has The Purchaser does not engaged own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, the Purchaser has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a business activities or conducted combination. (iii) The Purchaser is not a party to any operations or incurred Material Contract with any obligation or liability, other than Person other than; (i) as this Agreement and the agreements expressly contemplated by its organizational documents and this Agreementhereby, and (ii) those that are administrative, ministerial or otherwise immaterial any agreements described in nature. There is no agreement, commitment or order binding upon Merger Sub I or Merger Sub II or to which Merger Sub I or Merger Sub II is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub I or Merger Sub II Final IPO Prospectus or the conduct of business by Merger Sub I or Merger Sub II as currently conducted or as contemplated to be conducted as of the Closing other than such effects which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse EffectPurchaser Filings. (civ) Since its formationinitial public offering and prior to the date of this Agreement, except as otherwise expressly contemplated by this AgreementAgreement or the Transactions, (i) Parent has the Purchaser and its Affiliates have conducted its their respective business in all material respects in the ordinary course Ordinary Course, (ii) the Purchaser has not sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of businessany right, title, or interest in or to any of its material assets, and (iiiii) there has not been a Parent Material Adverse Effect on the Purchaser. (v) incurred, became bound by or assumed any Indebtedness, liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, except current liabilities incurred in the Ordinary Course or related to the date of this AgreementTransactions.

Business Activities; Absence of Certain Changes or Events. (a) Since its formationincorporation, Parent GF has not conducted any business activities other than other than activities (i) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (ii) directed toward the accomplishment of a Business Combination (as defined in the Parent Organizational Documents) or (iii) those that are administrative, ministerial or otherwise immaterial in naturebusiness combination. Except as set forth in the Parent GF Organizational Documents, there is no agreement, commitment or order Order binding upon Parent GF or to which Parent GF is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent GF or any acquisition of property by Parent GF or the conduct of business by Parent GF as currently conducted or as contemplated to be conducted as of the Closing other than such effects which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse EffectClosing. (b) Each of Merger Sub I Except for this Agreement and Merger Sub II was formed solely for the purpose of engaging in the Transactions and has Transactions, GF does not engaged own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any business activities corporation, partnership, joint venture, business, trust or conducted any operations other entity. Except for this Agreement and the Transactions, GF has no interests, rights, obligations or incurred any obligation or liability, other than (i) as contemplated by its organizational documents and this AgreementLiabilities with respect to, and (ii) those that are administrativeis not party to, ministerial bound by or otherwise immaterial have its assets or property subject to, in nature. There is no agreementeach case whether directly or indirectly, commitment any contract or order binding upon Merger Sub I transaction which is, or Merger Sub II or to which Merger Sub I or Merger Sub II is a party which has had or would could reasonably be expected to have the effect of prohibiting or impairing any interpreted as constituting, a business practice of Merger Sub I or Merger Sub II or the conduct of business by Merger Sub I or Merger Sub II as currently conducted or as contemplated to be conducted as of the Closing other than such effects which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effectcombination. (c) Since its formationincorporation and on and prior to the date of this Agreement, except as expressly contemplated by this Agreement, (i) Parent GF has conducted its business in all material respects in the ordinary course of businesscourse, and except as required by any Applicable Legal Requirements (including COVID-19 Measures), (ii) GF has not sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of any right, title, or interest in or to any of its material assets, (iii) there has not been a Parent GF Material Adverse Effect to Effect, and (iv) GF has not taken any action that, if taken after the date of this Agreement, would constitute a material breach of any of the covenants set forth in Section 5.02.

Business Activities; Absence of Certain Changes or Events. (a) Since its formationincorporation, Parent SPAC has not conducted any business activities other than other than activities (i) in connection with or incident or related to its incorporation or continuing corporate (or similar) existence, (ii) directed toward the accomplishment of a Business Combination (as defined in the Parent Organizational Documents) or (iii) those that are administrative, ministerial or otherwise immaterial in natureCombination. Except as set forth in the Parent SPAC Organizational Documents, there is no agreement, commitment or order Governmental Order binding upon Parent SPAC or to which Parent SPAC is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent SPAC or any acquisition of property by Parent SPAC or the conduct of business by Parent SPAC as currently conducted or as contemplated to be conducted as of the Acquisition Closing other than such effects whicheffects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Parent SPAC Material Adverse Effect. (b) Each of Except for this Agreement and the Transactions, SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, SPAC has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or have its assets or property subject to, in each case whether directly or indirectly, any contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination. (c) Since its organization, Merger Sub I and Merger Sub II was formed solely for the purpose of engaging in the Transactions and has not engaged in conducted any business activities or conducted any operations or incurred any obligation or liability, other than (i) activities directed toward the accomplishment of the Merger Steps. Except as contemplated by its organizational documents and this Agreementset forth in the Merger Sub Organizational Documents, and (ii) those that are administrative, ministerial or otherwise immaterial in nature. There there is no agreement, commitment commitment, or order Governmental Order binding upon the Merger Sub I or Merger Sub II or to which the Merger Sub I or Merger Sub II is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub I or any acquisition of property by Merger Sub II or the conduct of business by Merger Sub I or Merger Sub II as currently conducted or as contemplated to be conducted as of the Acquisition Closing other than such effects whicheffects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Parent SPAC Material Adverse Effect. (cd) Merger Sub does not own or has a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. (e) Merger Sub was formed solely for the purpose of effecting the Acquisition Merger and has no, and at all times prior to the Acquisition Merger Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation and the Transactions. (f) Since its formationAugust 30, 2021 and on and prior to the date of this Agreement, except as expressly contemplated by this Agreement, (i) Parent SPAC has conducted its business in all material respects in the ordinary course of businesscourse, and other than due to any actions taken due to any COVID-19 Measures, (ii) SPAC has not sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of any right, title, or interest in or to any of its material assets, (iii) there has not been a Parent SPAC Material Adverse Effect to Effect, and (iv) SPAC has not taken any action that, if taken after the date of this Agreement, would constitute a material breach of any of the covenants set forth in ‎Section 6.02.