Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissible) by Parent and the Company of all the following conditions:
(a) No Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect that makes the transactions contemplated by this Agreement illegal or otherwise prohibits consummation of such transactions.
(b) each consent, approval or authorization of any Authority required of Parent, the Company or any of their respective Subsidiaries to consummate the Merger set out on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.
(c) There shall not be any Action commenced or asserted in writing (and not orally) by any Authority to enjoin or otherwise materially restrict the consummation of the Closing.
(d) Parent (i) after giving effect to any redemption of shares of Parent Common Stock in connection with the transactions contemplated by this Agreement shall have net tangible assets of at least $5,000,001 upon consummation of the Merger or (ii) shall be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933.
(e) The Company Stockholder Approvals shall have been obtained.
(f) Each of the Parent Proposals shall have been approved at the Parent Stockholder Meeting or at any adjournment or postponement thereof.
(g) Parent’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Parent shall not have received any notice of non-compliance therewith, and the Merger Consideration Shares shall have been approved for listing on Nasdaq.
(h) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn.
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the Closing are subject to the satisfaction of all the following conditions: (a) no provision of any applicable Law, and no Order shall prohibit or impose any condition on the consummation of the Closing, (b) there shall not be pending any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing, and (c) the Business Combination Tender Offer shall have been completed and Parent shall have accepted the shares of Parent Common Stock validly tendered and not validly withdrawn pursuant to the Tender Offer and no more than a number of shares of the Parent Common Stock equal to eighty-three percent (83%) of the IPO Shares as defined in the Parent’s Amended and Restated Memorandum and Article of Association shall have been validly tendered and not validly withdrawn prior to the expiration of the Business Combination Tender Offer.
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the Closing are subject to the satisfaction of all the following conditions: (a) no provision of any applicable Laws, and no judicial order, shall prohibit or impose any condition on the consummation of the Closing, and (b) there shall not be any pending action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the Closing are subject to the satisfaction of all the following conditions:
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the Closing are subject to the satisfaction of all the following conditions:
(a) No governmental Authority of competent jurisdiction shall have (i) enacted, issued or promulgated any Law that is in effect and has the effect of making the transactions contemplated by this Agreement illegal or which has the effect of prohibiting or otherwise prevent the consummation thereof or (ii) issued or granted any Order that is in effect and has the effect of making the transactions contemplated by this Agreement illegal or which has the effect of prohibiting or otherwise preventing the consummation thereof.
(b) The Purchaser Required Vote shall have been obtained at the Purchaser Shareholders Meeting.
(c) Purchaser shall have at least US$5,000,001 of net tangible assets upon consummation of the Closing (which amount shall not include any amounts contributed by the Company or the Seller or by investors or financial introduced or procured by the Company or the Seller).
Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the Closing are subject to the satisfaction of all the following conditions:
(a) No provisions of any applicable Law, and no Order shall prohibit or prevent the consummation of the Closing.
(b) There shall not be any Action brought by a third party that is not an Affiliate of the parties hereto to enjoin or otherwise restrict the consummation of the Closing.
(c) The SEC shall have declared the Proxy/Registration Statement effective. No stop order suspending the effectiveness of the Proxy/Registration Statement or any part thereof shall have been issued.
(d) The Purchaser Shareholders’ Approval have been duly obtained.
(e) Purchaser shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing.
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the Merger are subject to the satisfaction of all the following conditions:
(a) No provisions of any applicable Law and no Order shall restrain or prohibit or impose any condition on the consummation of the Transactions.
(b) Each consent or approval required to be obtained from any Authority set forth on Schedule 10.1(b) shall have been obtained.
(c) There shall not be any Action brought by any governmental Authority to enjoin or otherwise restrict the consummation of the Transactions.
(d) Parent shall not have redeemed the Parent Class A Shares in an amount that would cause Parent to have net tangible assets of less than $5,000,001 upon consummation of the Merger.
(e) Each of the Parent Proposals shall have been duly approved at the Parent Stockholder Meeting;
(f) The Company Stockholder Approval shall have been obtained.
Condition to the Obligations of the Parties i. Section 9.1(g) of the Share Exchange Agreement is hereby deleted in its entirety and the following is inserted in its place: “The Singapore NewCo Ordinary Shares to be issued in connection with the Share Exchange shall have been approved for listing on Nasdaq.”
Section 9.1 of the Share Exchange Agreement is hereby amended by adding the following as a new subsection (i): “Singapore NewCo shall have held a statutory meeting pursuant to Section 6.15.”
Condition to the Obligations of the Parties. The obligations of all of the Parties to consummate the Closing are subject to the satisfaction of all the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such Parties:
(a) There shall not be in force any applicable Law or Order enjoining, prohibiting, making illegal or preventing the consummation of the Closing, whether temporary, preliminary or permanent, which is then in effect or is pending or threatened.
(b) The SEC shall have declared the Registration Statement effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no Action seeking such stop order shall have been threatened or initiated by the SEC and not withdrawn.
(c) The PubCo Ordinary Shares to be issued in connection with the Closing shall be conditionally approved for listing upon the Closing on Nasdaq, subject only to official notice of issuance thereof.
(d) The approval of the SPAC Shareholder Approval Matters shall have been duly obtained in accordance with the Laws of the British Virgin Islands, SPAC’s Organizational Documents and the rules and regulations of Nasdaq (the “Required SPAC Shareholder Approval”).
(e) There shall have not been any Material Adverse Effect in the business, customer relationships, operations, financial condition, regulatory environment or prospects of the Company Group.
Condition to the Obligations of the Parties. The obligations of all of the parties to consummate the Closing are subject to the satisfaction of all the following conditions:
(a) No provisions of any applicable Law, and no Order shall prohibit or impose any condition on the consummation of the Closing.
(b) There shall not be any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.
(c) Parent Company shall have amended its Articles of Incorporation to authorize 1,500,000,000 Class A Common Shares , $0.0001, 200,000,000 Class B Common Shares , par value $0.0001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”) and shall designate 50,000,000 shares of Parent Preferred Stock as no designation with rights and obligations of the preferred stock to be determined by the board of directors at their discretion.
(d) Each of the Additional Agreements shall have been entered into and the same shall be in full force and effect.
(e) Parent Company shall have received the Financial Statements of the Target Company in form satisfactory to Parent Company.
(f) The Parties shall have received the written consent of the Shareholders of the Seller to dispose of the Target Company on the terms as contained in this agreement and in a form satisfactory to both the Parent Company Company and the Target Company, authorizing the exchange and transfer of the Ordinary Shares of Target Company in exchange for issuance and delivery of shares of Parent Common Stock as set forth in Section 2.2.
