Common use of Conditions to Company’s Obligations to Effect the Merger Clause in Contracts

Conditions to Company’s Obligations to Effect the Merger. The obligations of Company to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing Date of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth in ARTICLE 3 (except for representations and warranties set forth in Sections 3.2 and 3.3) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except to the extent that any inaccuracies in such representations and warranties, individually or in the aggregate, would not have a Material Adverse Effect on Parent (provided that, for purposes of this Section 6.2(a)(i), any representation or warranty of Parent that is qualified by materiality (or words of similar import) or Material Adverse Effect on Parent shall be read as if such language were not present), and (ii) the representations and warranties set forth in Sections 3.2 and 3.3 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made at and as of such time; provided that with respect to clauses (i) and (ii) above, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) and (ii), as applicable) only as of such date or period; (b) Parent and Merger Sub shall have performed or complied in all material respects with all of their obligations and covenants required to be performed by Parent or Merger Sub, as applicable, under this Agreement at or prior to the Closing Date; (c) Parent shall have delivered to Company a certificate executed on its behalf by its Chief Executive Offer or Chief Financial Officer to the effect that each of the conditions specified in Sections 6.2(a) and (b) is satisfied in all respects; (d) Parent shall have deposited or caused to be deposited with the Exchange Agent at or prior to Closing certificates representing the shares of Parent Common Stock and cash in U.S. Dollars in an aggregate amount sufficient to pay the Merger Consideration in respect of all Company Common Stock; (e) Since the date of this Agreement, there shall not have been any Event that, individually or in the aggregate, is having or would reasonably be expected to have a Material Adverse Effect on Parent; (f) The Parent Shareholder Approval shall have been obtained; and (g) The Parent’s Board of Directors shall have increased the number of the members of the Board of Directors to a sufficient number to add the Company Director Designees and shall have adopted resolutions appointing the Company Director Designees to the Parent’s Board of Directors effective as of the Effective Time.

Conditions to Company’s Obligations to Effect the Merger. The obligations of Company to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing Date Effective Time of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth in ARTICLE 3 (except for representations and warranties set forth in Sections 3.2 and 3.3) Article 2 hereof shall be true and correct as of the date of this Agreement and in all material respects as of the Closing Date as though made on and as of the Closing Date, except to the extent that any inaccuracies in such representations and warranties, individually or in the aggregate, would not have a Material Adverse Effect on Parent (provided that, for purposes of this Section 6.2(a)(i), any representation or warranty of Parent that is qualified by materiality (or words of similar import) or Material Adverse Effect on Parent shall be read as if such language were not present), and (ii) the representations and warranties set forth in Sections 3.2 and 3.3 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made at and as of such time; provided that with respect to clauses (i) and (ii) above, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) and (ii), as applicable) only as of such date or period; (b) Parent and Merger Sub shall have performed or complied in all material respects with all of their obligations the covenants and covenants agreements required to be performed by Parent or Merger Sub, as applicable, it under this Agreement at or prior to the Closing DateClosing; (c) Parent No action or proceeding by or before any Governmental Authority shall have delivered to Company a certificate executed on its behalf by its Chief Executive Offer be pending wherein an unfavorable judgment, decree or Chief Financial Officer to order would prevent the effect that each consummation of the conditions specified transactions contemplated hereby or cause such transactions to be rescinded, and no judgment, decree, order or applicable Law that would prohibit the consummation of the Closing shall be in Sections 6.2(a) and (b) is satisfied in all respectseffect; (d) Parent shall have deposited or caused delivered to be deposited with Pioneer Power Solutions, Inc. the Exchange Agent at or prior to Closing certificates representing following deliverables: (i) the shares $1.60 Warrant, duly executed by Parent; (ii) the $2.00 Warrant, duly executed by Parent; (iii) the Shares; (iv) a certificate of Parent’s secretary certifying (x) resolutions of the board of directors of Parent Common Stock and cash resolutions of the equityholders of Parent, to the extent required by applicable Law, approving this Agreement and the transactions contemplated hereby and (y) the bylaws of Parent, as amended and/or restated; (v) a copy of each of Parent’s and Merger Sub’s formation documents, in U.S. Dollars in an aggregate amount sufficient to pay each case certified by the Secretary of State of their respective state of incorporation; (vi) a certificate of good standing for each of Parent and Merger Consideration in respect Sub as of all Company Common Stock;a recent date from the Secretary of State of their respective states of incorporation; and (e) Since the date of this Agreement, there The Contract Manufacturing Agreement shall not have been any Event that, individually or be in the aggregate, is having or would reasonably be expected to have a Material Adverse Effect on Parent;full force and effect. (f) The Parent Shareholder Approval Non-Competition and Non-Solicitation Agreement shall have been obtained; andbe in full force and effect with Pioneer and Nxxxxx Xxxxxxx. (g) The Parent’s Board of Directors Indemnity Agreement shall have increased the number of the members of the Board of Directors to a sufficient number to add the Company Director Designees be in full force and shall have adopted resolutions appointing the Company Director Designees to the Parent’s Board of Directors effective as of the Effective Timeeffect with Pioneer.

Conditions to Company’s Obligations to Effect the Merger. The obligations of Company to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing Date Effective Time of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth in ARTICLE 3 (except for representations and warranties set forth in Sections 3.2 and 3.3) Article 2 hereof shall be true and correct as of the date of this Agreement and in all material respects as of the Closing Date as though made on and as of the Closing Date, except to the extent that any inaccuracies in such representations and warranties, individually or in the aggregate, would not have a Material Adverse Effect on Parent (provided that, for purposes of this Section 6.2(a)(i), any representation or warranty of Parent that is qualified by materiality (or words of similar import) or Material Adverse Effect on Parent shall be read as if such language were not present), and (ii) the representations and warranties set forth in Sections 3.2 and 3.3 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made at and as of such time; provided that with respect to clauses (i) and (ii) above, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) and (ii), as applicable) only as of such date or period; (b) Parent and Merger Sub shall have performed or complied in all material respects with all of their obligations the covenants and covenants agreements required to be performed by Parent or Merger Sub, as applicable, it under this Agreement at or prior to the Closing DateClosing; (c) Parent No action or proceeding by or before any Governmental Authority shall have delivered to Company a certificate executed on its behalf by its Chief Executive Offer be pending wherein an unfavorable judgment, decree or Chief Financial Officer to order would prevent the effect that each consummation of the conditions specified transactions contemplated hereby or cause such transactions to be rescinded, and no judgment, decree, order or applicable Law that would prohibit the consummation of the Closing shall be in Sections 6.2(a) and (b) is satisfied in all respectseffect; (d) Parent shall have deposited or caused delivered to the Company the following deliverables: (i) the Shares; (ii) a certificate of Parent’s secretary certifying (x) resolutions of the board of directors of Parent and resolutions of the equityholders of Parent, to the extent required by applicable Law, approving this Agreement and the transactions contemplated hereby and (y) the bylaws of Parent, as amended and/or restated; (iii) a copy of each of Parent’s and Merger Sub’s formation documents, in each case certified by the Secretary of State of their respective state of incorporation; (iv) a certificate of good standing for each of Parent and Merger Sub as of a recent date from the Secretary of State of their respective states of incorporation; and (e) The Related Agreements shall be deposited with the Exchange Agent at or prior to Closing certificates representing the executed and in full force and effect. (f) Bxxxxxxx Xxxxx shall cancel 55,000,000 shares of Parent Common Stock and cash in U.S. Dollars in an aggregate amount sufficient return the same to pay the Merger Consideration in respect of all Company Common Stock; (e) Since the date of this Agreementtreasury, there but he shall not have been any Event that, individually or in the aggregate, is having or would reasonably be expected entitled to have a Material Adverse Effect on Parent; (f) The Parent Shareholder Approval shall have been obtained; and (g) The Parent’s Board of Directors shall have increased the number of the members of the Board of Directors to a sufficient number to add the Company Director Designees and shall have adopted resolutions appointing the Company Director Designees to the Parent’s Board of Directors effective as of the Effective Timeretain 1,000,000 shares.

Conditions to Company’s Obligations to Effect the Merger. The obligations of Company to effect the Merger shall be merger are subject to the satisfaction (or waiver, if permissible under applicable Lawwaiver by Company) at or prior to the Closing Date of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth each of the Purchaser Parties contained in ARTICLE 3 (except for representations and warranties set forth in Sections 3.2 and 3.3) this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which representations and warranties need only be true and correct as of such date or with respect to such period), except where the failure of such representations and warranties of such Purchaser Party to be so true and correct (without giving effect to any limitation as to “materiality” or Parent Material Adverse Effect set forth therein), would not individually or in the aggregate, have a Parent Material Adverse Effect. (b) Each of the Purchaser Parties shall have performed all obligations and complied with all covenants, in each case in all material respects, required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) Tahoe, Parent and THAIHOT shall have delivered to the Company certificates, dated as of the Closing Date, except signed by a director of each of Tahoe, Parent and THAIHOT, certifying as to the extent that any inaccuracies in such representations and warranties, individually or in the aggregate, would not have a Material Adverse Effect on Parent (provided that, for purposes of this Section 6.2(a)(i), any representation or warranty of Parent that is qualified by materiality (or words of similar import) or Material Adverse Effect on Parent shall be read as if such language were not present), and (ii) the representations and warranties set forth in Sections 3.2 and 3.3 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made at and as of such time; provided that with respect to clauses (i) and (ii) above, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) and (ii), as applicable) only as of such date or period; (b) Parent and Merger Sub shall have performed or complied in all material respects with all of their obligations and covenants required to be performed by Parent or Merger Sub, as applicable, under this Agreement at or prior to the Closing Date; (c) Parent shall have delivered to Company a certificate executed on its behalf by its Chief Executive Offer or Chief Financial Officer to the effect that each satisfaction of the conditions specified in Sections 6.2(aSection 7.3(a) and (b) is satisfied in all respects;Section 7.3(b). (d) Prior to the mailing of the Proxy Statement, Parent shall have deposited or caused to be deposited with in the Exchange Agent at or prior Special Purpose Account sufficient funds for timely payment of the aggregate Merger Consideration to Closing certificates representing the be paid pursuant to Section 3.2 in exchange for all outstanding shares of Parent Common Stock (other than shares of Common Stock to be cancelled pursuant to Section 3.1(c) hereof) and cash in U.S. Dollars in an aggregate amount sufficient such funds shall continue to pay be available for the Merger Consideration in respect of all Company Common Stock; (e) Since purposes set forth herein through the date of this Agreement, there Effective Time and shall not have been any Event that, individually withdrawn or in the aggregate, is having or would reasonably be expected to have a Material Adverse Effect on Parent; (f) The Parent Shareholder Approval shall have been obtained; and (g) The Parent’s Board of Directors shall have increased the number of the members of the Board of Directors to a sufficient number to add the Company Director Designees and shall have adopted resolutions appointing the Company Director Designees to the Parent’s Board of Directors effective as of the Effective Timeotherwise restricted.