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 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) each of the representations and warranties of the Company and of each Acquisition Entity contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date 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 at and as of such date, except for, in each case, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “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 have, a Material Adverse Effect; (b) each of the covenants of the Company and of each Acquisition Entity to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects; (c) the GCL Companies shall have provided evidence reasonably satisfactory to SPAC of the completion of the Restructuring; (d) each Acquisition Entity shall have executed and delivered to SPAC a Joinder; (e) there has not been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (f) all approvals, waivers or consents from any third parties set forth and described on Section 9.2 of the Company Disclosure Schedules shall have been obtained.

Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, effect the Transactions at the Closing Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following additional conditions, any one or more of which may be waived in writing by SPAC: (a) each The Fundamental Representations (other than Section 3.5(a)) set forth in this Agreement shall be true and correct in all material respects as of the representations date hereof and warranties as of the Closing Date, except the Fundamental Representations (other than Section 3.5(a)) made as of an earlier date or time, which need be true and correct only as of such earlier date or time. Section 3.5(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date, except (i) for the portions of Section 3.5(a) made as of an earlier date or time, which need be true and correct only as of such earlier date or time and (ii) for breaches of Section 3.5(a) that, in the aggregate, would not result in a misrepresentation as to securities of the Company and valued at less than $100,000. The representations of each Acquisition Entity contained the Company set forth in this Agreement other than the Fundamental Representations shall be true and correct as of the date hereof and as of the Closing Date as though then made, except with respect to such (i) for representations and warranties which that speak as to an earlier dateof a specific date or time, which representations and warranties shall need be true and correct at and only as of such date, except fordate or time and (ii) for breaches of the representations and warranties of the Company set forth in ARTICLE III (other than the Fundamental Representations) that, in each casethe aggregate, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “would not have a Material Adverse Effect” ; (b) The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or another similar materiality qualification set forth therein)prior to the Closing Date; (c) There shall not be any event that is continuing that would individually, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Material Adverse Effect; (b) each of the covenants of the Company and of each Acquisition Entity to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects; (c) the GCL Companies shall have provided evidence reasonably satisfactory to SPAC of the completion of the RestructuringEffect; (d) each Acquisition Entity SPAC shall have received a certificate, signed by the chief executive officer or chief financial officer of the Company, certifying as to the matters set forth Section 8.2(a), Section 8.2(b) and ‎Section 8.2(c); (e) The Reorganization shall have been consummated; (f) PIPE Financing shall have been consummated; (g) The Company shall have executed and delivered to SPAC a Joindercopy of each Transaction Document to which it is a party; (eh) there has not Each Company Lock-Up Shareholder shall have executed and delivered to SPAC the Company Lock-up Agreement in accordance with Section 5.5; (i) SPAC shall have received a certificate, signed by an officer of Pubco, certifying that true, complete and correct copies of the Organizational Documents of Pubco, the Company and Company Merger Sub, as in effect on the Closing Date, are attached to such certificate; (j) SPAC shall have received a certificate, signed by an officer of Pubco, certifying that true, complete and correct copies of the resolutions of the directors of Pubco, the Company and Company Merger Sub authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such entity is a party and performance by each of Pubco, Company and Company Merger Sub, as applicable, of the Transactions, including the Merger, having been any event that has hadduly and validly adopted and being in full force and effect as of the Closing Date, or would reasonably be expected are attached to have, individually or in the aggregate, a Material Adverse Effect; such certificate; and (fk) Each of Pubco and Company Merger Sub shall have delivered to SPAC a certificate of good standing from their respective applicable jurisdictions of incorporation. If the Closing occurs, all approvals, waivers or consents from any third parties Closing conditions set forth in Section 8.1 and described on Section 9.2 8.2 that have not been fully satisfied as of the Company Disclosure Schedules shall Closing will be deemed to have been obtainedwaived by SPAC.