Common use of Conditions to Closing of Subscriber Clause in Contracts

Conditions to Closing of Subscriber. Subscriber’s obligation to purchase the Shares at the Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by Subscriber, on or prior to the Closing Date, of each of the following conditions: 3.3.1 The representations and warranties made by the Issuer in Section 2.2 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) with the same force and effect as if they had been made on and as of such date), but, in each case (x) without giving effect to consummation of the Transactions and (y) other than failures to be true and correct that would not result, individually or in the aggregate, in an Issuer Material Adverse Effect. 3.3.2 The Issuer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the Closing. 3.3.3 There shall not be in force any order, judgment or injunction by or with any governmental authority in the United States, Israel or the Cayman Islands enjoining or prohibiting the consummation of the Subscription. 3.3.4 There shall not have occurred any suspension of the Shares for sale or trading on the NYSE or Nasdaq and, to the Issuer’s knowledge, no proceedings for any such purpose shall have been initiated or threatened. 3.3.5 The Transactions set forth in the Merger Agreement shall have been or will be consummated concurrently with the Closing (it being understood that in the event such Transactions have not been or would not reasonably be expected to be consummated due to the assertion by the Company that any of the conditions set forth in Section 7.03 of the Merger Agreement has not been or would not be satisfied, the Issuer acknowledges and agrees that the Subscriber shall not have any obligation to consummate the Closing or any liability with respect thereto; provided that, subject to Section 5 hereof, if the Issuer and the Company subsequently consummate the Transaction, the foregoing shall no longer apply); and the terms of the Merger Agreement (including the conditions thereto) shall not have been amended, and the Company shall not have waived any such term, in a manner that is materially adverse to the Subscriber (in its capacity as such).

Conditions to Closing of Subscriber. Subscriber’s obligation to purchase the Shares Units at the Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by Subscriber, on or prior to the Closing DateClosing, of each of the following conditions: 3.3.1 (i) The representations and warranties made by the Issuer in Section 2.2 ‎3(b) and by the SPAC and the Sponsor in Section 3(c) hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically or, if such representation and warranties speak as of another date in which case they shall be true and correct in all material respects date, as of such date) (other than representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be so true and correct in all respects) with as of the same force Closing (or, if such representation and effect warranties speak as if they had been made on and of another date, as of such date) in all respects), but, in each case case, (x) without giving effect to consummation of the Transactions and (y) other than failures to be true and correct that would not result, individually or in the aggregate, in an Issuer Material Adverse Effect. 3.3.2 The Issuer (ii) Each of the Issuer, SPAC and the Sponsor shall have respectively, performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer such Person at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the Closing. 3.3.3 (iii) There shall not be in force any order, judgment or injunction by or with any governmental authority in the United States, States or Israel or the Cayman Islands enjoining or prohibiting the consummation of the Subscription. 3.3.4 (iv) There shall not have occurred any suspension of the Shares Units for sale or trading on the NYSE or Nasdaq Stock Exchange and, to the Issuer’s knowledge, no proceedings for any such purpose shall have been initiated or threatened. 3.3.5 (v) The Issuer shall have delivered the Escrowed Shares to the Escrow Agent, and such Escrowed Shares shall have been deposited into the Escrow Account. (vi) The Transactions set forth in the Merger Business Combination Agreement shall have been or will be consummated concurrently with the Closing (it being understood that in the event such Transactions have not been or would not reasonably be expected to be consummated due to the assertion by the Company Issuer or SPAC that any of the conditions set forth in Section 7.03 of the Merger Business Combination Agreement has not been or would not be satisfied, the Issuer acknowledges and agrees that the Subscriber shall not have any obligation to consummate the Closing or any liability with respect thereto; thereto; provided that, subject to Section 5 ‎5 hereof, if the Issuer and the Company SPAC subsequently consummate the Transaction, the foregoing shall no longer apply); and the terms of the Merger Business Combinations Agreement (including the conditions thereto) shall have not have been amended, amended and the Company Issuer shall not have waived any such term, in a manner that is materially adverse to and adversely affects the economic benefits that the Subscriber (in its capacity as such)) would reasonably expect to receive under this Subscription Agreement.

Conditions to Closing of Subscriber. Subscriber’s obligation to purchase the Shares at the Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by Subscriber, on or prior to the Closing DateClosing, of each of the following conditions: 3.3.1 The representations and warranties made by the Issuer and PubCo in Section 2.2 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically or, if such representation and warranties speak as of another date in which case they shall be true and correct in all material respects date, as of such date) (other than representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be so true and correct in all respects) with as of the same force Closing (or, if such representation and effect warranties speak as if they had been made on and of another date, as of such date) in all respects), but, in each case (x) case, without giving effect to consummation of the Transactions and (y) other than failures to be true and correct that would not result, individually or in the aggregate, in an Issuer Material Adverse EffectTransactions. 3.3.2 The Issuer and PubCo shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer and PubCo at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer or PubCo to consummate the Closing. 3.3.3 There shall not be in force any law, rule, regulation, order, judgment or injunction by or with any governmental authority in which has the United States, Israel or the Cayman Islands effect of enjoining or prohibiting the consummation of the Subscription, or making the consummation of the Subscription illegal. 3.3.4 There shall not have occurred any suspension of the Shares for sale or trading on the NYSE or Nasdaq and, to the Issuer’s knowledge, no proceedings for any such purpose shall have been initiated or threatened. 3.3.5 The Transactions set forth in the Merger Agreement shall have been or will be consummated concurrently with the Closing (it being understood that in the event such Transactions have not been Closing. No amendment, modification or would not reasonably be expected to be consummated due to the assertion by the Company that any of the conditions set forth in Section 7.03 waiver of the Merger Agreement in relation to the Transactions (as the same exists on the date of this Subscription Agreement) shall have occurred without Subscriber’s written consent that would materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement. 3.3.6 No amendment, modification or waiver to the Other Subscription Agreements shall have occurred that materially economically benefits the Other Subscribers unless Subscriber has not been or would not be satisfiedoffered substantially the same benefits. 3.3.7 The Shares shall have been approved for listing on Nasdaq, the Issuer acknowledges and agrees that the Subscriber subject to official notice of issuance. 3.3.8 There shall not have any obligation to consummate occurred an Issuer Material Adverse Effect between the date hereof and the Closing or any liability with respect thereto; provided that, subject to Section 5 hereof, if the Issuer and the Company subsequently consummate the Transaction, the foregoing shall no longer apply); and the terms of the Merger Agreement (including the conditions thereto) shall not have been amended, and the Company shall not have waived any such term, in a manner that is materially adverse to the Subscriber (in its capacity as such)Date.

Conditions to Closing of Subscriber. Subscriber’s obligation to purchase the Shares at the Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by Subscriber, on or prior to the Closing DateClosing, of each of the following conditions: 3.3.1 The representations and warranties made by the Issuer in Section 2.2 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically or, if such representation and warranties speak as of another date in which case they shall be true and correct in all material respects date, as of such date) (other than representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be so true and correct in all respects) with as of the same force Closing (or, if such representation and effect warranties speak as if they had been made on and of another date, as of such date) in all respects), but, in each case case, (x) without giving effect to consummation of the Transactions and (y) other than failures to be true and correct that would not result, individually or in the aggregate, in an Issuer Material Adverse Effect. 3.3.2 The Issuer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the Closing. 3.3.3 There shall not be in force any order, judgment or injunction by or with any governmental authority in the United States, States or Israel or the Cayman Islands enjoining or prohibiting the consummation of the Subscription. 3.3.4 There shall not have occurred any suspension of the Shares for sale or trading on the NYSE or Nasdaq and, to the Issuer’s knowledge, no proceedings for any such purpose shall have been initiated or threatened. 3.3.5 The Transactions set forth in the Merger Business Combination Agreement shall have been or will be consummated concurrently with the Closing (it being understood that in the event such Transactions have not been or would not reasonably be expected to be consummated due to the assertion by the Company that any of the conditions set forth in Section 7.03 of the Merger Business Combination Agreement has not been or would not be satisfied, the Issuer acknowledges and agrees that the Subscriber shall not have any obligation to consummate the Closing or any liability with respect thereto; provided that, subject to Section 5 hereof, if the Issuer and the Company subsequently consummate the Transaction, the foregoing shall no longer apply); and the terms of the Merger Business Combination Agreement (including the conditions thereto) shall not have been amended, and the Company shall not have waived any such term, in a manner that is materially adverse to the Subscriber (in its capacity as such).