Common use of Conditions of the Company Clause in Contracts

Conditions of the Company. The obligation of the Company to issue and sell the Purchase Shares to be sold to and purchased by the Purchaser as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretion: (i) The Strategic Cooperation Agreement, the Shareholders’ Agreement and the Amended and Restated Registration Rights Agreement shall have been executed and delivered by the Purchaser. (ii) All corporate actions that are required to be taken by the Purchaser in connection with the purchase of the Purchase Shares shall have been completed. (iii) The representations and warranties of the Purchaser contained in ARTICLE III of this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects (except for those representations and warranties qualified by material, materiality or similar expressions, which shall be true and correct in all respects) on and as of the Closing Date, except that those representations and warranties that address matters only as of a particular date need only be true and correct as of such date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iv) The closing of the transfer of 6,117,440 Shares from Priortech to Purchaser based on terms and conditions as agreed under the STA. (v) The Parties hereto shall have received all applicable and required governmental and regulatory approvals, authorization or permits from any Governmental Authority or regulatory body of the United States, Israel or Taiwan, Republic of China, including but not limited to the CFIUS Approval (as defined below) and the Taiwan Approvals set forth in Section 4.12 below. (vi) All of the third party consents and approvals as set forth on Schedule 2.4 shall have been obtained. (vii) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, imposes any damages or penalties that are substantial in relation to the Purchaser, or otherwise makes illegal the consummation of the Proposed Transactions; and no action, suit, proceeding or investigation shall have been instituted by a Governmental Authority of competent jurisdiction or, to the Knowledge of the Purchaser, is threatened that seeks to restrain, enjoin, prevent, prohibit, impose any damages or penalties that are substantial in relation to the Purchaser, or otherwise makes illegal the consummation of the Proposed Transactions. (viii) The Purchaser shall have delivered, or caused to be delivered, to the Company at the Closing, the Purchaser’s closing deliveries described in 1.3(a).

Conditions of the Company. The obligation of the Company to issue and sell consummate the Purchase Shares transactions to be sold to and purchased performed by it in connection with the Purchaser as contemplated by this Agreement are Closing is subject to the satisfaction, on or before the Closing Date, of each satisfaction of the following conditions, any of which may be waived in writing by the Company in its sole discretion: (i) The Strategic Cooperation Agreement, the Shareholders’ 6.2.1 this Agreement and the Amended and Restated Registration Rights Agreement Merger shall have been executed received the Requisite eCom Stockholder Approval and delivered by the Purchaser. (ii) All corporate actions that are required to be taken by the Purchaser in connection with the purchase number of Dissenting Shares shall not exceed 10% of the Purchase Shares shall have been completed.then outstanding eCom Shares; (iii) The 6.2.2 the representations and warranties of the Purchaser contained set forth in ARTICLE III of this Agreement shall have been true and correct on the date of this Agreement and Section 3 above shall be true and correct in all material respects (except for those representations and warranties qualified by material, materiality or similar expressions, which shall be true and correct in all respects) on at and as of the Closing DateDate (except with respect to matters arising as contemplated pursuant to this Agreement or as the Parties may have otherwise agreed); provided, except however, that those representations and warranties that address eCom may supplement the eCom Disclosure Schedule at or prior to the Closing for any matters only which would not have a Material Adverse Effect either singularly or, together with such other immaterial matters presented by eCom as of a particular date need only be true and correct as of such date; and supplements to the Purchaser eCom Disclosure Schedule, in the aggregate 6.2.3 eCom shall have completed the Qualified Private Placement; 6.2.4 eCom shall have performed and complied with all of its covenants hereunder in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before through the Closing Date.Closing; (iv) The closing of the transfer of 6,117,440 Shares from Priortech to Purchaser based on terms and conditions as agreed under the STA. (v) The Parties hereto shall have received all applicable and required governmental and regulatory approvals, authorization or permits from any Governmental Authority or regulatory body of the United States, Israel or Taiwan, Republic of China, including but not limited to the CFIUS Approval (as defined below) and the Taiwan Approvals set forth in Section 4.12 below. (vi) All of the third party consents and approvals as set forth on Schedule 2.4 shall have been obtained. (vii) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, imposes any damages or penalties that are substantial in relation to the Purchaser, or otherwise makes illegal the consummation of the Proposed Transactions; and 6.2.5 no action, suit, or proceeding shall be pending or investigation threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Company to own the former assets, and to operate the former businesses of eCom; 6.2.6 each of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx and Xxxxx Xxxxx shall have agreed to waive the terms of any agreement between eCom and such Person with respect to a "change of control" of eCom; 6.2.7 there shall be in effect, with respect to the Surviving Corporation, officers and directors liability insurance in the amount of $2,000,000 (or such lesser amount as may be acceptable to the Company); 6.2.8 this Agreement and the Merger shall have received the Requisite Company Stockholder Approval and the Certificates of Merger shall have been instituted by a Governmental Authority of competent jurisdiction or, to the Knowledge of the Purchaser, is threatened that seeks to restrain, enjoin, prevent, prohibit, impose any damages or penalties that are substantial in relation to the Purchaser, or otherwise makes illegal the consummation of the Proposed Transactions. (viii) The Purchaser shall have delivered, or caused to be delivered, to the Company at the Closing, the Purchaser’s closing deliveries described in 1.3(a).filed;

Conditions of the Company. The obligation obligations of the Company to issue and sell consummate the Purchase Shares to be sold to and purchased by the Purchaser as transactions contemplated by this Agreement hereby are subject to the satisfactionsatisfaction or written waiver (to the extent any such waiver is permitted by applicable law) by the Investor, on or before prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretionconditions precedent: (a) (i) The Strategic Cooperation Agreement, the Shareholders’ Agreement and the Amended and Restated Registration Rights Agreement shall have been executed and delivered by the Purchaser. (ii) All corporate actions that are required to be taken by the Purchaser in connection with the purchase Each of the Purchase Shares shall have been completed. (iii) The representations and warranties of the Purchaser Investor contained in ARTICLE III Article IV of this Agreement shall have been true (other than Section 4.1 (Organization, Authority, Execution and correct on the date of this Agreement and Delivery)) shall be true and correct in all material respects (except for those on and as of the Closing Date with the same effect as though such representations and warranties qualified by material, materiality or similar expressions, which shall be true and correct in all respects) had been made on and as of the Closing Date, except that those for representations and warranties that address matters only speak as of a particular specific date or time other than the Closing Date (which need only be true and correct as of such date; date or time), except where the failure of such representations and warranties to be so true and correct, without giving effect to any qualification or limitation as to “materiality” or similar qualifier set forth therein, has not had, and would not reasonably be expected to have, individually or in the Purchaser aggregate, a material adverse effect on the Investor’s ability to consummate the transactions under this Agreement and (ii) each of the representations and warranties of the Investor contained in Section 4.1 (Organization, Authority, Execution and Delivery) of this Agreement shall be true and correct in all but de minimis respects on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct as of such date or time). (b) The Investor shall have performed and complied in all material respects with all, all covenants and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in agreements required by this Agreement that are required to be performed or complied with on by the Investor at or before prior to the Closing DateClosing. (ivc) The closing Investor shall have paid the purchase price of the Private Placement Shares to be purchased by such Purchaser in full at the Closing by wire transfer of 6,117,440 Shares from Priortech immediately available funds to Purchaser based on terms and conditions as agreed under an account designated in writing by the STACompany. (vd) The Parties hereto There shall have received all applicable and required governmental and regulatory approvalsbe no injunction, authorization order or permits from decree of any nature of any Governmental Authority or regulatory body of the United States, Israel or Taiwan, Republic of China, including but not limited to the CFIUS Approval (as defined below) and the Taiwan Approvals set forth in Section 4.12 below. (vi) All of the third party consents and approvals as set forth on Schedule 2.4 shall have been obtained. (vii) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is Entity in effect and that restrains, enjoins, prevents, prohibits, imposes any damages prohibits or penalties that are substantial in relation to the Purchaser, or otherwise makes illegal the consummation of the Proposed Transactions; transactions contemplated hereby. (e) The (i) Investor shall have executed the Board Observer Agreement and no action(ii) Board Observer shall have executed the Acknowledgment and Agreement to be Bound in the form attached as Exhibit A to the Board Observer Agreement. (f) Any applicable waiting periods shall have expired or been terminated, suit, proceeding or investigation and any approvals required shall have been instituted by a Governmental Authority of competent jurisdiction orobtained, in each case relating to the Knowledge of the Purchaser, is threatened that seeks to restrain, enjoin, prevent, prohibit, impose any damages or penalties that are substantial in relation to the Purchaser, or otherwise makes illegal the consummation of the Proposed Transactionstransactions contemplated hereby under the HSR Act. (viii) The Purchaser shall have delivered, or caused to be delivered, to the Company at the Closing, the Purchaser’s closing deliveries described in 1.3(a).

Conditions of the Company. The obligation of the Company to issue consummate the Merger and sell to take the Purchase Shares other actions that it is required to be sold to and purchased by the Purchaser as contemplated by this Agreement are take at Closing is subject to the satisfaction, on or before the Closing Date, satisfaction of each of the following conditions, any of which may be waived in writing by the Company in its sole discretionconditions prior to or at Closing: (ia) The Strategic Cooperation Agreement, the Shareholders’ Agreement and the Amended and Restated Registration Rights Agreement shall have been executed and delivered by the Purchaser. (ii) All corporate actions that are required to be taken by the Purchaser in connection with the purchase of the Purchase Shares shall have been completed. (iii) The representations and warranties of Buyer and Merger Sub in Article 4 (without taking into account any materiality or Buyer Material Adverse Effect qualifiers set forth therein) shall be true on the Purchaser contained Closing Date except as has not had and would not reasonably be expected to have, individually or in ARTICLE III the aggregate, a Buyer Material Adverse Effect, except that such representations and warranties that expressly speak only as of this Agreement an earlier date (without taking into account any materiality or Buyer Material Adverse Effect qualifiers set forth therein), shall have been true as of such earlier date except as has not had and correct on would not reasonably be expected to have, individually or in the date aggregate, a Buyer Material Adverse Effect; 44 52 (b) Buyer and Merger Sub shall have executed and delivered all of this Agreement the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and shall be true and correct have performed, complied with or satisfied in all material respects all of their other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; (except for those representations c) Buyer shall have executed and warranties qualified by materialdelivered the Buyer Investor Rights Agreement and the Buyer Stockholders Agreement to all Persons acquiring Buyer Common Stock pursuant to the Merger who have executed and delivered counterpart signature pages to such agreements; (d) each Permit or other Consent designated with an asterisk on Schedule 4.7, materiality or similar expressionsif any, which shall have been obtained and shall be true in full force; (e) Buyer shall have effected the Buyer Charter Amendment and correct in all respectsfiled the same with the Secretary of State of the State of Delaware; and (f) on and the Company shall have received an opinion of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxted as of the Closing Date, except to the effect that those the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinion, Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx xxxll receive and may rely upon representations and warranties that address matters only as of a particular date need only be true and correct as of such date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required certificates of Buyer, the Company and certain shareholders of the Company substantially in the forms agreed to be performed or complied with on or before the Closing Date. (iv) The closing of the transfer of 6,117,440 Shares from Priortech to Purchaser based on terms and conditions as agreed under the STA. (v) The Parties hereto shall have received all applicable and required governmental and regulatory approvals, authorization or permits from any Governmental Authority or regulatory body of the United States, Israel or Taiwan, Republic of China, including but not limited prior to the CFIUS Approval (as defined below) and the Taiwan Approvals set forth date hereof. The Company may waive any condition specified in this Section 4.12 below. (vi) All of the third party consents and approvals as set forth on Schedule 2.4 shall have been obtained. (vii) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, imposes any damages or penalties that are substantial in relation to the Purchaser, or otherwise makes illegal the consummation of the Proposed Transactions; and no action, suit, proceeding or investigation shall have been instituted 6.3 by a Governmental Authority of competent jurisdiction or, written waiver delivered to the Knowledge of the Purchaser, is threatened that seeks Buyer and Merger Sub at any time prior to restrain, enjoin, prevent, prohibit, impose any damages or penalties that are substantial in relation to the Purchaser, or otherwise makes illegal the consummation of the Proposed Transactionsat Closing. (viii) The Purchaser shall have delivered, or caused to be delivered, to the Company at the Closing, the Purchaser’s closing deliveries described in 1.3(a).