Common use of Conditions Precedent to the Obligations of the Sellers Clause in Contracts

Conditions Precedent to the Obligations of the Sellers. The Sellers’ obligation to effectuate the Closing under this Agreement shall be subject to the fulfillment of the following conditions, any of which may be waived in writing by the Sellers: (1) the representations and warranties of the Purchaser in Section 4.3 shall be true and correct in all material respects as of the Effective Date and the Closing Date (other than representations and warranties which address matters only as of a certain date, which shall be as of such date); (2) the Purchaser shall have performed in all material respects the covenants and obligations required by this Agreement to be performed by the Purchaser at or prior to the Closing Date; (3) no order, ruling, or other measures of any Governmental Authority that materially prevents or restrains the Transaction shall exist; (4) the execution of and the performance of the obligations under the Merger Agreement shall have been validly and effectively approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively; (5) the shareholders agreement separately entered into by and among the Parties regarding such matters as the operation of the Company shall remain valid and effective; (6) all Permits required to be obtained by the Parties for the Closing of the Transaction shall have been lawfully obtained and completed by the Parties; and (7) the Share Pledge Agreement in the form set forth under Exhibit 5.1(10), securing the Sellers’ obligations under this Agreement as secured obligations and designating the Purchaser as the pledgee in accordance with Section 5.1(10), shall have been executed and the kun-pledge (Geun Jxx Xxxx in Korean) shall have been established.

Conditions Precedent to the Obligations of the Sellers. The Sellers’ obligation to effectuate the Closing under this Agreement shall be subject to the fulfillment of the following conditions, any of which may be waived in writing by the Sellers: (1) the representations and warranties of the Purchaser in Section 4.3 shall be true and correct in all material respects as of the Effective Date and the Closing Date (other than representations and warranties which address matters only as of a certain date, which shall be as of such date); (2) the Purchaser shall have performed in all material respects the covenants and obligations required by this Agreement to be performed by the Purchaser at or prior to the Closing Date; (3) no order, ruling, or other measures of any Governmental Authority that materially prevents or restrains the Transaction shall exist; (4) the execution of and the performance of the obligations under the Merger Agreement shall have been validly and effectively approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively; (5) the shareholders agreement separately entered into by and among the Parties regarding such matters as the operation of the Company shall remain valid and effective; (6) all Permits required to be obtained by the Parties for the Closing of the Transaction shall have been lawfully obtained and completed by the Parties; and (76) on the Share Effective Date, the Equity Pledge Agreement in the form set forth under Exhibit 5.1(105.1(9), securing the Sellers’ obligations under this Agreement as secured obligations and designating the Purchaser as the pledgee in accordance with Section 5.1(10)pledgee, shall have been executed and the kun-pledge (Geun Jxx Xxxx in Korean) shall have been established.

Conditions Precedent to the Obligations of the Sellers. The Sellers’ obligation to effectuate the Closing under this Agreement shall be subject to the fulfillment of the following conditions, any of which may be waived in writing by the Sellers: (1) the representations and warranties of the Purchaser in Section 4.3 shall be true and correct in all material respects as of the Effective Date and the Closing Date (other than representations and warranties which address matters only as of a certain date, which shall be as of such date); (2) the Purchaser shall have performed in all material respects the covenants and obligations required by this Agreement to be performed by the Purchaser at or prior to the Closing Date; (3) no order, ruling, or other measures of any Governmental Authority that materially prevents or restrains the Transaction shall exist; (4) the execution of and the performance of the obligations under the Merger Agreement shall have been validly and effectively approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively; (5) the shareholders agreement separately entered into by and among the Parties regarding such matters as the operation of the Company shall remain valid and effective; (6) all Permits required to be obtained by the Parties for the Closing of the Transaction shall have been lawfully obtained and completed by the Parties; and (7) the Share Pledge Agreement in the form set forth under Exhibit 5.1(10), securing the Sellers’ obligations under this Agreement as secured obligations and designating the Purchaser as the pledgee in accordance with Section 5.1(10), shall have been executed executed, and the kun-pledge (Geun Jxx Xxxx in Korean) shall have been established.