Common use of Conditions to Obligations of Holdings and Merger Sub Clause in Contracts

Conditions to Obligations of Holdings and Merger Sub. The obligations of Holdings and Merger Sub to effect the Merger shall be further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) (i) the representations and warranties of the Company set forth in Section Section 3.4 and Section 3.8(a) shall be true and correct in all respects as of the Effective Time as though made on and as of such time, (ii) the representations and warranties of the Company set forth in Section 3.3(a) (except for decreases and except for increases of not more than 0.01% in the number of the Company’s outstanding Shares (including Shares issuable upon exercise of Options) disclosed in Section 3.3(a)) shall be true and correct as of the Effective Time as though made on and as of such time and (iii) the representations and warranties of the Company set forth in this Agreement, other than those specified in the foregoing clauses (i) and (ii), shall be true and correct as of the Effective Time as though made on and as of such date except where the failure of any such representations and warranties to be so true and correct (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifiers set forth therein), individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect; provided that, for the purposes of clauses (i), (ii) and (iii), any representation or warranty of the Company set forth in this Agreement that is made only as of a specified date shall be required to be true and correct (subject to the standard specified in clause (i), (ii) or (iii), as applicable) only as of such date; (b) the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants, required to be performed by, or complied with by, it under this Agreement at or prior to the Effective Time; (c) Holdings shall have received a certificate of the Executive Chairman, Chief Executive Officer or the Chief Financial Officer of the Company, certifying that the conditions set forth in Sections 7.2(a) and (b) have been satisfied; and (d) all required approvals under any Antitrust Laws applicable to the Merger in the jurisdictions listed on Section 7.2(d) of the Holdings Disclosure Schedule shall have been obtained or any applicable waiting period thereunder shall have been terminated or expired.

Conditions to Obligations of Holdings and Merger Sub. The obligations of Holdings and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement shall be further subject to the satisfaction fulfillment or waiver Holdings’ waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) (i) Other than the representations and warranties of the Company contained in Sections 3.1, 3.2(a), 3.4 and 3.24, the representations and warranties of the Company contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (i) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Material Adverse Effect (without giving effect to any references therein to any Material Adverse Effect or other materiality qualifications) or (ii) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in Section Section the preceding clause (i), as of such particular date). The representations and warranties of the Company contained in Sections 3.1, 3.2(a), 3.4 and Section 3.8(a) 3.24 shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Effective Time Closing Date with the same force and effect as though if made on and as of such time, date (ii) except to the extent such representations and warranties are specifically made as of the Company set forth a particular date, in Section 3.3(a) (except for decreases which case such representations and except for increases of not more than 0.01% in the number of the Company’s outstanding Shares (including Shares issuable upon exercise of Options) disclosed in Section 3.3(a)) warranties shall be true and correct as of such date). All updates to the Effective Time as though made on and as of such time and (iii) the representations and warranties of the Company set forth in Disclosure Schedules permitted by this Agreement, other than those specified in the foregoing clauses (i) and (ii), Agreement shall be true and correct as of the Effective Time as though made on and as of such date except where the failure of any such representations and warranties to be so true and correct (without giving effect deemed effective prior to any “materiality” or “Material Adverse Effect” or similar qualifiers set forth thereindetermination under this Section 7.2(a), individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect; provided that, for the purposes of clauses (i), (ii) and (iii), any representation or warranty of the Company set forth in this Agreement that is made only as of a specified date shall be required to be true and correct (subject to the standard specified in clause (i), (ii) or (iii), as applicable) only as of such date;. (b) the The Company shall have duly performed in all material respects the obligations, and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the agreements and covenants, required Ancillary Documents to be performed by, or complied with byby it prior to or on the Closing Date; provided, it under this Agreement that, with respect to agreements, covenants and conditions that are qualified by materiality, the Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects; provided further that the Company shall have received notice from Holdings and have had reasonable opportunity to cure any claimed nonperformance or noncompliance. (c) No Action shall have been commenced and remain outstanding against Holdings, Merger Sub or the Company, which would prevent the Closing, provided such Action is not initiated by Holdings, Merger Sub or the Company. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are identified on Section 3.3 of the Disclosure Schedules as a “closing condition” shall have been received, and executed counterparts thereof shall have been delivered to Holdings at or prior to the Effective Time;Closing. (ce) Holdings Fifth Third shall have received consented to the Closing. (f) The PPP Loans shall have been forgiven. (g) From the date of this Agreement, there shall not have occurred any Material Adverse Effect. (h) All closing conditions to a certificate SPAC Merger Closing meeting the requirements of this Agreement shall have been satisfied, except for the stockholder votes of the Executive Chairman, Chief Executive Officer or the Chief Financial Officer respective parties. (i) The Company shall have delivered each of the Company, certifying that the conditions closing deliverables set forth in Sections 7.2(a) and (b) have been satisfied; and (d) all required approvals under any Antitrust Laws applicable to the Merger in the jurisdictions listed on Section 7.2(d) of the Holdings Disclosure Schedule shall have been obtained or any applicable waiting period thereunder shall have been terminated or expired2.3(a).

Conditions to Obligations of Holdings and Merger Sub. The obligations of Holdings and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement shall be further subject to the satisfaction fulfillment or waiver Holdings’ waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) (i) Other than the representations and warranties of the Company set forth contained in Section Section 3.4 Sections 3.1, 3.2(a), 3.4, 3.6 and Section 3.8(a) 3.28, the representations and warranties of the Company contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects as (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the Effective Time as though made case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such timedate (except those representations and warranties that address matters only as of a specified date, (ii) the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Company set forth contained in Section 3.3(a) (except for decreases Sections 3.1, 3.2(a), 3.4, 3.6 and except for increases of not more than 0.01% in the number of the Company’s outstanding Shares (including Shares issuable upon exercise of Options) disclosed in Section 3.3(a)) 3.28 shall be true and correct as of the Effective Time as though made in all respects on and as of such time the date hereof and (iii) the representations on and warranties of the Company set forth in this Agreement, other than those specified in the foregoing clauses (i) and (ii), shall be true and correct as of the Effective Time Closing Date with the same effect as though made on at and as of such date (except where the failure of any such those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) The Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Company shall have performed such agreements, covenants and conditions, as so true qualified, in all respects. (c) No Action shall have been commenced against Holdings, Merger Sub or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and correct be in effect, which restrains or prohibits any transaction contemplated hereby. (without giving effect d) All approvals, consents and waivers that are listed on Section 3.2 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Holdings at or prior to the Closing. (e) From the date of this Agreement, there shall not have occurred any “materiality” or “Material Adverse Effect” , nor shall any event or similar qualifiers set forth therein)events have occurred that, individually or in the aggregate, has not hadwith or without the lapse of time, and would not could reasonably be expected to have, result in a Material Adverse Effect; provided that, for the purposes of clauses . (i), (iif) and (iii), any representation or warranty The Company shall have delivered each of the Company closing deliverables set forth in this Agreement that is made only Section 2.3(a). (g) Holders of no more than two percent (2%) of the outstanding shares of Company Common Stock as of a specified date shall be required to be true and correct (subject to the standard specified in clause (i), (ii) or (iii), as applicable) only as of such date; (b) the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants, required to be performed by, or complied with by, it under this Agreement at or immediately prior to the Effective Time; (c) Holdings , in the aggregate, shall have received a certificate exercised, or remain entitled to exercise, dissenters’ rights pursuant to Section 16-10a-1302 et seq. of the Executive Chairman, Chief Executive Officer or the Chief Financial Officer Utah Act with respect to such shares of the Company, certifying that the conditions set forth in Sections 7.2(a) and (b) have been satisfied; and (d) all required approvals under any Antitrust Laws applicable to the Merger in the jurisdictions listed on Section 7.2(d) of the Holdings Disclosure Schedule shall have been obtained or any applicable waiting period thereunder shall have been terminated or expiredCompany Common Stock.

Conditions to Obligations of Holdings and Merger Sub. The obligations of Holdings and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement shall be further subject to the satisfaction fulfillment or waiver Holdings’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) (i) Other than the representations and warranties of the Company set forth contained in Section Section 3.4 Sections 3.1, 3.2, 3.4, 3.6 and Section 3.8(a) 3.31, the representations and warranties of the Company contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects as (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the Effective Time as though made case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such timedate (except those representations and warranties that address matters only as of a specified date, (ii) the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Company set forth contained in Section 3.3(a) (except for decreases Sections 3.1, 3.2, 3.4, 3.6 and except for increases of not more than 0.01% in the number of the Company’s outstanding Shares (including Shares issuable upon exercise of Options) disclosed in Section 3.3(a)) 3.31 shall be true and correct as of the Effective Time as though made in all respects on and as of such time the date hereof and (iii) the representations on and warranties of the Company set forth in this Agreement, other than those specified in the foregoing clauses (i) and (ii), shall be true and correct as of the Effective Time Closing Date with the same effect as though made on at and as of such date (except where the failure of any such those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). All updates to the Disclosure Schedules permitted by this Agreement shall be deemed effective prior to any determination under this Section 7.2(a). (b) The Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Company shall have performed such agreements, covenants and conditions, as so true qualified, in all respects. (c) No Action shall have been commenced against Holdings, Merger Sub or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and correct be in effect, which restrains or prohibits any transaction contemplated hereby. (without giving effect d) All approvals, consents and waivers that are listed on Section 3.2 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Holdings at or prior to the Closing. (e) From the date of this Agreement, there shall not have occurred any “materiality” or “Material Adverse Effect” , nor shall any event or similar qualifiers set forth therein)events have occurred that, individually or in the aggregate, has not hadwith or without the lapse of time, and would not could reasonably be expected to have, result in a Material Adverse Effect; provided that, for the purposes of clauses . (i), (iif) and (iii), any representation or warranty The Company shall have delivered each of the Company closing deliverables set forth in this Agreement that is made only as of a specified date shall be required to be true and correct (subject to the standard specified in clause (iSection 2.3(a), (ii) or (iii), as applicable) only as of such date; (b) the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants, required to be performed by, or complied with by, it under this Agreement at or prior to the Effective Time; (c) Holdings shall have received a certificate of the Executive Chairman, Chief Executive Officer or the Chief Financial Officer of the Company, certifying that the conditions set forth in Sections 7.2(a) and (b) have been satisfied; and (d) all required approvals under any Antitrust Laws applicable to the Merger in the jurisdictions listed on Section 7.2(d) of the Holdings Disclosure Schedule shall have been obtained or any applicable waiting period thereunder shall have been terminated or expired.