Common use of Closing of the Transactions Clause in Contracts

Closing of the Transactions. All conditions precedent to the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing) set forth in the Business Combination Agreement or other relevant transaction agreements shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement. Except to the extent consented to in writing by Subscriber (which consent is not to be unreasonably withheld, conditioned or delayed), the Business Combination Agreement (as filed with the Commission on or shortly after the date hereof) shall not have been amended, modified, supplemented or waived in a manner that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement in a manner disproportionate to other shareholders of FEAC or Newco. Newco shall have assumed all of the obligations of FEAC hereunder in accordance with Section 6.6 hereof (including, for the avoidance of doubt, standing in the place of the “FEAC” for purposes of Section 4 hereunder). There shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially benefits any such Other Subscriber thereunder (other than terms particular to the legal or regulatory requirements of such Other Subscriber or its affiliates or related persons) unless Subscriber has been offered substantially the same benefits.

Closing of the Transactions. All conditions precedent to the Transactions (other than those Transactions that are scheduled to be completed following consummation of the Amalgamation Closing) set forth in the Business Combination Agreement or other relevant transaction agreements Acquisition Closing shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the consummation of the Acquisition Closing, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Acquisition Closing), and the Primary Transactions will be consummated immediately following the Closing (or in the case of the Company Share Contribution, upon the timing set forth in the Business Combination Agreement). Except to the extent consented to in writing by Subscriber (which consent is not to be unreasonably withheld, conditioned or delayed)Subscriber, the Business Combination Agreement (as filed with the Commission on or shortly after the date hereof) shall not have been amended, modified, supplemented or waived in a manner that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement in a manner disproportionate to other shareholders of FEAC or NewcoAgreement. Newco New Parent shall have assumed assumed, or shall have agreed to assume, all of the obligations of FEAC the Issuer hereunder in accordance with Section 6.6 hereof (including, for the avoidance of doubt, standing in the place of the “FEACIssuer” for purposes of Section 4 hereunder). There shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially benefits any such Other Subscriber thereunder (other than terms particular to the legal or regulatory requirements of such Other Subscriber or its affiliates or related persons) unless Subscriber has been offered substantially the same benefits.