Common use of Conditions to Obligations of SPAC Clause in Contracts

Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC: (a) (i) the Company Fundamental Representations shall be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in the second sentence of Section 5.24 shall be true and correct as of the Closing Date in all respects, and (iii) each of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence of Section 5.24 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to be material to the Group, taken as a whole; (b) each of the covenants of the Company Parties to be performed as of or prior to the Closing shall have been performed in all material respects; (c) the Company Acquisition Percentage shall be at least 90%; (d) the FST Restructuring shall have been consummated; (e) there shall not have occurred a Company Material Adverse Effect after the date of this Agreement; (f) the Company shall have delivered or caused to be delivered an opinion issued by its Taiwan counsel to SPAC to the effect that no pending approval is required by any Taiwan Governmental Authorities for the Merger and the FST Restructuring, issuance of the equity securities in connection with the Merger and the FST Restructuring, and CayCo’s listing on the applicable Stock Exchange, including but not limited to the Taiwan DIR Approval; (g) the Taiwan DIR Approval has been obtained and is effective; (h) all Third Party Consents shall have been obtained, if any; and (i) the CayCo Cap Table and Closing Calculation have been prepared in accordance with this Agreement and accurately reflected the equity shareholding of SPAC Shareholders and the Company Shareholders as at the Closing.

Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions at the Closing are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC: (a) (i) Each of the representations and warranties of the Company Fundamental Representations and of each Acquisition Entity contained in this Agreement shall be true and correct in all material respects, in each case as of the date hereof and as of the Closing DateDate as though then made, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in the second sentence of Section 5.24 shall be true and correct as of the Closing Date in all respects, and (iii) each of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence of Section 5.24 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for, in each case, inaccuracies or omissions that would not(without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or another similar materiality qualification set forth therein), individually or in the aggregate, have not had, and would not reasonably be expected to be material to the Grouphave, taken as a wholeCompany Material Adverse Effect; (b) each Each of the covenants and obligations of the Company Parties and of each Acquisition Entity to be performed as of or prior to the Closing shall have been performed in all material respects; (c) There has not been any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Acquisition Percentage shall be at least 90%Material Adverse Effect; (d) All approvals, waivers or consents from any third parties set forth and described on Section 9.2(d) of the FST Restructuring Company Disclosure Letter shall have been consummatedobtained; (e) there PubCo shall not have occurred a Company Material Adverse Effect delivered to the SPAC true, correct and complete copies of each of the PIPE Subscription Agreements entered into by PubCo with the applicable PIPE Investors named therein within two (2) months after the date of this Agreement, pursuant to which the PIPE Investors have committed to provide equity financing to PubCo with the total PIPE Investment Amount of $60,000,000 solely for purposes of consummating the Transactions; (f) the The Company shall have delivered or caused to be delivered an opinion issued by its Taiwan counsel to SPAC obtained executed counterparts to the effect that no pending approval is required by any Taiwan Governmental Authorities for Shareholder Support Agreement from all the Merger and the FST Restructuring, issuance of the equity securities in connection with the Merger and the FST Restructuring, and CayCo’s listing on the applicable Stock Exchange, including but not limited to the Taiwan DIR ApprovalKey Company Shareholders; (g) The voting agreements listed on Section 3.17 of the Taiwan DIR Approval has Company Disclosure Letter shall have been obtained and is effective;terminated; and (h) all Third Party Consents PubCo shall have been obtained, if any; and (i) obtained executed counterparts to the CayCo Cap Table and Closing Calculation have been prepared in accordance with this Lock-Up Agreement and accurately reflected the equity shareholding of SPAC Shareholders and from the Company Shareholders as holding at least 3.5% of the Closingoutstanding shares of the Fully-Diluted Company Ordinary Shares and directors, officers and Affiliates of the Company who own any Company Shares.

Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC: (a) (i) the Company Fundamental Representations shall be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in the second sentence of Section 5.24 shall be true and correct as of the Closing Date in all respects, and (iii) each of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence of Section 5.24 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to be material to the Group, taken as a whole; (b) each of the covenants of the Company Parties to be performed as of or prior to the Closing shall have been performed in all material respects; (c) the Company Acquisition Percentage shall be at least 9090.1%; (d) the FST TCO Restructuring shall have been consummated; (e) there shall not have occurred a Company Material Adverse Effect after the date of this Agreement; (f) the employees of the Company, set forth in Section 8.2(f) of the Company Disclosure Letter, shall each have entered into an Employment Agreement with the Company; (g) the Company shall have delivered or caused to be delivered an opinion issued by its Taiwan counsel to SPAC to the effect that no pending approval is required by any Taiwan Governmental Authorities for the Merger and the FST TCO Restructuring, issuance of the equity securities in connection with the Merger and the FST TCO Restructuring, and CayCo’s listing on the applicable Stock Exchange, including but not limited to the Taiwan DIR IC Approval; (gh) the Taiwan DIR IC Approval has been obtained and is effective; (hi) all Third Party Consents shall have been obtained, if any; and (ij) the CayCo Cap Table and Closing Calculation have been prepared in accordance with this Agreement and accurately reflected the equity shareholding of SPAC Shareholders and the Company Shareholders as at the Closing.

Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC: (a) (i) the Company Fundamental Representations shall be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in the second sentence of Section 5.24 shall be true and correct as of the Closing Date in all respects, and (iii) each of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence of Section 5.24 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for, in each casethe case of this clause (iii) only, inaccuracies or omissions that would not, individually or in the aggregate, not reasonably be expected to be material to the Group, taken as have a wholeCompany Material Adverse Effect; (b) each of the covenants of the Company Parties under Section 7.1 (disregarding any qualifications and exceptions contained therein relating to materiality or any similar qualification or exception) and each of the covenants of the Company Parties contained in this Agreement other than Section 7.1, in each case to be performed as of or prior to the Closing shall have been performed in all material respects; (c) the Company Acquisition Percentage shall be at least 90%; (d) the FST Restructuring shall have been consummated; (e) there shall not have occurred a Company Material Adverse Effect after the date of this Agreement; (fd) the Company Capital Restructuring shall have delivered or caused to be delivered an opinion issued by been completed in accordance with its Taiwan counsel to SPAC to the effect that no pending approval is required by any Taiwan Governmental Authorities for the Merger terms hereof and the FST Restructuring, issuance of the equity securities in connection with the Merger and the FST Restructuring, and CayCo’s listing on the applicable Stock Exchange, including but not limited to the Taiwan DIR Approval;A&R Company Charter; and (g) the Taiwan DIR Approval has been obtained and is effective; (he) all Third Party Consents shall have been obtained, if any; and (i) the CayCo Cap Table and Closing Calculation have been prepared in accordance with this Agreement and accurately reflected the equity shareholding of SPAC Shareholders and the Company Shareholders as at the Closing.

Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions at the Closing are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC: (a) (i) Each of the representations and warranties of the Company Fundamental Representations and of each Acquisition Entity contained in this Agreement shall be true and correct in all material respects, in each case as of the date hereof and as of the Closing DateDate as though then made, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in the second sentence of Section 5.24 shall be true and correct as of the Closing Date in all respects, and (iii) each of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence of Section 5.24 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for, in each case, inaccuracies or omissions that would not(without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or another similar materiality qualification set forth therein), individually or in the aggregate, have not had, and would not reasonably be expected to be material to the Grouphave, taken as a wholeCompany Material Adverse Effect; (b) each Each of the covenants and obligations of the Company Parties and of each Acquisition Entity to be performed as of or prior to the Closing shall have been performed in all material respects; (c) There has not been any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Acquisition Percentage shall be at least 90%Material Adverse Effect; (d) the FST Restructuring The Leading Group Companies shall have been consummatedcomplied with all requirements under the CSRC Filing Rules with respect to the Leading Group Companies` overseas listing to the satisfaction of SPAC, with the evidence thereof delivered to SPAC, including the PRC domestic entity designated by the Leading Group Companies shall have filed with the CSRC within three (3) Business Days after the first public announcement of the Transactions and shall have completed the filing with the CSRC under the CSRC Filing Rules before the Closing (and the CSRC shall have accepted the CSRC Filings and published the filing results in respect of the CSRC Filings on its website), and such notice of acceptance or filing results published by the CSRC shall remain valid and not rejected, revoked, withdrawn, amended or invalidated prior to 8:00 a.m. on the Closing Date; (e) there All approvals, waivers or consents from any third parties set forth and described on Section 9.2(e) of the Company Disclosure Letter shall not have occurred a Company Material Adverse Effect after the date of this Agreement;been obtained; and (f) the Company Holdco shall have delivered or caused to be delivered an opinion issued by its Taiwan counsel to SPAC obtained executed counterparts to the effect that no pending approval is required by any Taiwan Governmental Authorities for the Merger and the FST Restructuring, issuance of the equity securities in connection with the Merger and the FST Restructuring, and CayCo’s listing on the applicable Stock Exchange, including but not limited to the Taiwan DIR Approval; (g) the Taiwan DIR Approval has been obtained and is effective; (h) all Third Party Consents shall have been obtained, if any; and (i) the CayCo Cap Table and Closing Calculation have been prepared in accordance with this Lock-Up Agreement and accurately reflected the equity shareholding of SPAC Shareholders and from the Company Shareholders as holding at least fifty percent (50%) of the ClosingFully-Diluted Company Shares and directors, officers and Affiliates of the Company who own any Company Shares.

Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions Merger are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC: (a) (i) the Company Fundamental Representations shall be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in the second sentence of Section 5.24 4.23 shall be true and correct as of the Closing Date in all respects, respects and (iii) subject to Section 1.02(g), each of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence of Section 5.24 4.23 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for, in each case, inaccuracies or omissions for any failure to be so true and correct that would not, individually or in the aggregate, reasonably be expected to be material to the Group, taken as have a wholeCompany Material Adverse Effect; (b) each Each of the covenants of the Company Parties and Merger Sub to be performed as of or prior to the Closing shall have been performed in all material respects; (c) the Company Acquisition Percentage shall be at least 90%; (d) the FST Restructuring shall have been consummated; (e) there There shall not have occurred a Company Material Adverse Effect after the date of this Agreement; (f) the Company shall have delivered or caused to be delivered an opinion issued by its Taiwan counsel to SPAC to the effect Agreement that no pending approval is required by any Taiwan Governmental Authorities for the Merger and the FST Restructuring, issuance of the equity securities in connection with the Merger and the FST Restructuring, and CayCo’s listing on the applicable Stock Exchange, including but not limited to the Taiwan DIR Approval; (g) the Taiwan DIR Approval has been obtained and is effective; (h) all Third Party Consents shall have been obtained, if anycontinuing; and (d) Either (i) the CayCo Cap Table ITA shall have issued the Transaction Tax Ruling which is in form and Closing Calculation substance reasonably satisfactory to SPAC, or (ii) the Company, at its sole and absolute discretion, shall have made an irrevocable written undertaking (which shall be enforceable by each Indemnified SPAC Party) to fully indemnify and hold harmless (on grossed up basis, to account for their related tax liability and for their Company holdings) the Indemnified SPAC Parties from any Israeli Tax actually incurred by such Indemnified SPAC Parties which should have been prepared in accordance with this Agreement exempted by the Transaction Tax Ruling and accurately reflected the equity shareholding of SPAC Shareholders and from any Israeli Tax actually incurred by the Company Shareholders as at a result of the ClosingCapital Restructuring, the Actual Additional Dividend Payment Amount and Price Adjustment Shares (including from all costs and expenses, including reasonable attorney costs, associated with such Tax, including in defending such matters).

Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions at the Closing are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC: (a) (i) Each of the representations and warranties of the Company Fundamental Representations and of each Acquisition Entity contained in this Agreement shall be true and correct in all material respects, in each case as of the date hereof and as of the Closing DateDate as though then made, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in the second sentence of Section 5.24 shall be true and correct as of the Closing Date in all respects, and (iii) each of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence of Section 5.24 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for, in each case, inaccuracies or omissions that would not(without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or another similar materiality qualification set forth therein), individually or in the aggregate, have not had, and would not reasonably be expected to be material to the Grouphave, taken as a wholeCompany Material Adverse Effect; (b) each Each of the covenants of the Company Parties and of each Acquisition Entity to be performed as of or prior to the Closing shall have been performed in all material respects; (c) There has not been any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Acquisition Percentage shall be at least 90%Material Adverse Effect; (d) All approvals, waivers or consents from any third parties set forth and described on Section 9.2 of the FST Restructuring Company Disclosure Letter shall have been consummatedobtained; (e) there The Company shall not have occurred a obtained executed counterparts to the Shareholder Support Agreement from all the Key Company Material Adverse Effect after the date of this Agreement;Shareholders; and (f) the The Company shall have delivered or caused to be delivered an opinion issued by its Taiwan counsel to SPAC obtained executed counterparts to the effect that no pending approval is required by any Taiwan Governmental Authorities Lock-Up Agreement from the Key Company Shareholders and certain other holders of Company Shares and holders of Convertible Notes together holding at least 85% of the outstanding shares of the Fully-Diluted Company Shares (excluding, for the Merger purposes hereof, holders of Series X Preferences Shares and the FST Restructuring, issuance holder of the equity securities in connection with the Merger and the FST Restructuring, and CayCo’s listing on the applicable Stock Exchange, including but not limited to the Taiwan DIR Approval; (g) the Taiwan DIR Approval has been obtained and is effective; (h) all Third Party Consents shall have been obtained, if any; and (i) the CayCo Cap Table and Closing Calculation have been prepared in accordance with this Agreement and accurately reflected the equity shareholding of SPAC Shareholders and the Company Shareholders as at the ClosingWarrant).

Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions at the Closing are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC: (a) (i) Each of the representations and warranties of the Company Fundamental Representations and of each Acquisition Entity contained in this Agreement shall be true and correct in all material respects, in each case as of the date hereof and as of the Closing DateDate as though then made, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in the second sentence of Section 5.24 shall be true and correct as of the Closing Date in all respects, and (iii) each of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence of Section 5.24 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for, in each case, inaccuracies or omissions that would not(without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or another similar materiality qualification set forth therein), individually or in the aggregate, have not had, and would not reasonably be expected to be material to the Grouphave, taken as a wholeCompany Material Adverse Effect; (b) each Each of the covenants and obligations of the Company Parties and of each Acquisition Entity to be performed as of or prior to the Closing shall have been performed in all material respects; (c) There has not been any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Acquisition Percentage shall be at least 90%Material Adverse Effect; (d) All approvals, waivers or consents from any third parties set forth and described on Section 9.2(d) of the FST Restructuring Company Disclosure Letter shall have been consummatedobtained; (e) there shall not have occurred a Company Material Adverse Effect after the date of this Agreement[Reserved]; (f) the The Company shall have delivered or caused to be delivered an opinion issued by its Taiwan counsel to SPAC obtained executed counterparts to the effect that no pending approval is required by any Taiwan Governmental Authorities for Shareholder Support Agreement from all the Merger and the FST Restructuring, issuance of the equity securities in connection with the Merger and the FST Restructuring, and CayCo’s listing on the applicable Stock Exchange, including but not limited to the Taiwan DIR ApprovalKey Company Shareholders; (g) The voting agreements listed on Section 3.17 of the Taiwan DIR Approval has Company Disclosure Letter shall have been obtained and is effective;terminated; and (h) all Third Party Consents PubCo shall have been obtained, if any; and (i) obtained executed counterparts to the CayCo Cap Table and Closing Calculation have been prepared in accordance with this Lock-Up Agreement and accurately reflected the equity shareholding of SPAC Shareholders and from the Company Shareholders as holding at least 3.5% of the Closingoutstanding shares of the Fully-Diluted Company Ordinary Shares and directors, officers and Affiliates of the Company who own any Company Shares.

Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions at the Closing are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC: (a) (i) Each of the representations and warranties of the Company Fundamental Representations contained in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing DateDate as though then made, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in the second sentence of Section 5.24 shall be true and correct as of the Closing Date in all respects, and (iii) each of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence of Section 5.24 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for, in each case, inaccuracies or omissions that would not(without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or another similar materiality qualification set forth therein, other than in the case of ‎Section 3.12(a)), individually or in the aggregate, have not had, and would not reasonably be expected to be material to the Grouphave, taken as a wholeCompany Material Adverse Effect; (b) each Each of the covenants of the Company Parties to be performed as of or prior to the Closing shall have been performed in all material respectsrespects (for purposes of clarity, any failure by the Company to provide the information set forth in the last sentence of Section 5.5 or to enter into fully executed versions of the Cosmic Amendments with the applicable counterparties thereto shall not be taken into account in determining whether the condition precedent in this Section 8.2(b) has been satisfied (provided that any failure by the Company to use commercially reasonable efforts pursuant to and to the extent provided by Section 5.5 or Section 7.10, as applicable, shall be taken in account for purposes of determining whether the Company has complied with the condition precedent in this Section 8.2(b))); (c) There has not been any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Acquisition Percentage shall be at least 90%Material Adverse Effect; (d) the FST Restructuring The Company shall have been consummated;obtained executed counterparts to the Shareholder Support Agreement from all the Key Company Shareholders together holding at least 85% of the Fully-Diluted Company Shares; and (e) there shall not have occurred a Company Material Adverse Effect after the date of this Agreement; (f) the The Company shall have delivered or caused to be delivered an opinion issued by its Taiwan counsel to SPAC obtained executed counterparts to the effect that no pending approval is required by any Taiwan Governmental Authorities for Lock-Up Agreement from the Merger Key Company Shareholders and the FST Restructuring, issuance certain other holders of the equity securities in connection with Company Securities together holding at least 95% of the Merger and the FST Restructuring, and CayCo’s listing on the applicable Stock Exchange, including but not limited to the Taiwan DIR Approval; (g) the Taiwan DIR Approval has been obtained and is effective; (h) all Third Party Consents shall have been obtained, if any; and (i) the CayCo Cap Table and Closing Calculation have been prepared in accordance with this Agreement and accurately reflected the equity shareholding of SPAC Shareholders and the Fully-Diluted Company Shareholders as at the ClosingShares.