Common use of Conditions to Obligations of the Company and the Sellers Clause in Contracts

Conditions to Obligations of the Company and the Sellers. The obligations of the Company and the Sellers to consummate the Closing are subject to the satisfaction, or the waiver at the Company’s sole discretion, of all of the following further conditions: (a) The Purchaser Parties shall have duly performed all of their respective obligations hereunder required to be performed by them on or prior to the Closing Date in all material respects (disregarding all references to “material respects” that may already be contained in the applicable covenants). (b) All of the representations and warranties of the Purchaser Parties contained in Article VI of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Purchaser Parties Material Adverse Effect, shall be true and correct (in each case, as modified by the Purchaser Parties Disclosure Schedules) at and as of the date of this Agreement and as of the Closing Date (except that if the representation and warranties that speak as of a specific date prior to the Closing Date, such representations and warranties need only to be true and correct as of such earlier date) other than where the failure of such representations and warranties to be so true and correct taken in the aggregate would not be reasonably expected to have a Purchaser Parties Material Adverse Effect. (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, would reasonably be expected to have a Purchaser Parties Material Adverse Effect which is continuing and uncured. (d) The Company shall have received a certificate signed by an authorized officer of each Purchaser Party in such capacity certifying as to the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 10.3. (e) From the date hereof until the Closing, the Purchaser Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Purchaser Parties. (f) The Company shall have received (i) a copy of the Organizational Documents of the Parent as in effect as of the Redomestication Effective Time, (ii) copies of resolutions duly adopted by the board of directors of each of the Purchaser Parties, and the Parent as the sole shareholder of the Purchaser, authorizing this Agreement and the transactions contemplated hereby (including the issue of the Exchange Consideration Shares fully paid and non-assessable subject to receipt of the consideration therefor), (iii) evidence reasonably acceptable to the Company that the Required Parent Stockholder Approval has been obtained, and (iv) a recent certificate of good standing (or similar documents applicable for such jurisdiction) as of a date no later than thirty (30) days prior to the Closing Date regarding each Purchaser Party from the jurisdiction in which such Purchaser Party is incorporated, to the extent that good standing certificates or similar documents are generally available in such jurisdiction. (g) The Company shall have received a copy of each of (i) the Lock-Up Agreements signed by the Purchaser, (ii) the Amended Registration Rights Agreement signed by the Purchaser, the Sponsor and the other Holders under the Registration Rights Agreement, and (iii) the Escrow Agreement signed by the Purchaser and the Escrow Agent, and such Additional Agreements shall be in full force and effect. (h) The members of the Post-Closing Purchaser Board shall have been elected or appointed as of the Closing consistent with the requirements of Section 2.5(b).

Conditions to Obligations of the Company and the Sellers. The obligations obligation of the Company and the Sellers to consummate the Closing are Merger is subject to the satisfaction, or the waiver at the Company’s sole discretion, of all satisfaction of the following further conditions: (a) The Purchaser Parties representations and warranties of Parent contained in this Agreement shall have duly performed all of their respective obligations hereunder required to be performed by them on or prior to the Closing Date been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date with the same force and effect as if made as of the Closing Date other than such representations and warranties as are made as of another date, which shall be true and correct in all material respects as of such date (disregarding provided, however, that if any portion of any representation or warranty is already qualified by materiality or Material Adverse Effect for purposes of determining whether Section 9.03(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all references to “material respects” that may already be ), and the covenants and agreements contained in this Agreement to be complied with by Parent on or before the applicable covenants)Closing Date shall have been complied with in all material respects and Sellers shall have received a certificate signed by the Chief Executive Officer of Parent to such effect. (b) All of No claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority shall have been threatened by, or commenced before, any Governmental Authority against the representations Company, the Sellers, Merger Subsidiary or Parent, seeking to restrain or materially and warranties of adversely alter the Purchaser Parties contained in Article VI of this Agreement, disregarding all qualifications and exceptions contained herein relating transactions contemplated hereby which is reasonably likely to materiality render it impossible or Purchaser Parties Material Adverse Effect, shall be true and correct (in each case, as modified unlawful to consummate the transactions contemplated by the Purchaser Parties Disclosure Schedules) at and as of the date of this Agreement and as of the Closing Date (except that if the representation and warranties that speak as of a specific date prior to the Closing Date, such representations and warranties need only to or which could reasonably be true and correct as of such earlier date) other than where the failure of such representations and warranties to be so true and correct taken in the aggregate would not be reasonably expected to have a Purchaser Parties Material Adverse EffectEffect on the Company or the Sellers. (c) There shall not have been no eventany action taken, change or occurrence which individually any statute, rule, regulation, injunction, order or together with decree proposed, enacted, enforced, promulgated, issued or deemed applicable to the Merger by any other eventcourt, change government or occurrencegovernmental authority or agency, would reasonably be expected domestic or foreign, that, in the reasonable judgment of Sellers could, directly or indirectly, result in any of the consequences referred to have a Purchaser Parties Material Adverse Effect which is continuing and uncuredin Section 9.02(b) above. (d) The Company shall have received a certificate signed by an authorized officer of all consents, authorizations or approvals from the governmental agencies referred to in Section 4.03, in each Purchaser Party case in form and substance reasonably satisfactory to Sellers, and no such capacity certifying as to the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 10.3consent, authorization or approval shall have been revoked. (e) From the date hereof until the Closing, the Purchaser Parties Sellers shall have been received certified certificate of incorporation and bylaws, and good standing certificates in material compliance with respect of Parent and Merger Subsidiary and certified board resolutions in respect of the reporting requirements under the Securities Act transactions contemplated hereby, all in form and the Exchange Act applicable substance reasonably satisfactory to the Purchaser PartiesSellers. (f) The Company Sellers shall have received (i) a copy of all documents it may reasonably request relating to the Organizational Documents existence of the Parent as in effect as of the Redomestication Effective Time, (ii) copies of resolutions duly adopted by the board of directors of each of the Purchaser Parties, and Merger Subsidiary and the authority of Parent as the sole shareholder of the Purchaser, authorizing and Merger Subsidiary for this Agreement and the transactions contemplated hereby (including the issue of the Exchange Consideration Shares fully paid and non-assessable subject to receipt of the consideration therefor), (iii) evidence reasonably acceptable to the Company that the Required Parent Stockholder Approval has been obtained, and (iv) a recent certificate of good standing (or similar documents applicable for such jurisdiction) as of a date no later than thirty (30) days prior to the Closing Date regarding each Purchaser Party from the jurisdiction in which such Purchaser Party is incorporated, to the extent that good standing certificates or similar documents are generally available in such jurisdiction. (g) The Company shall have received a copy of each of (i) the Lock-Up Agreements signed by the Purchaser, (ii) the Amended Registration Rights Agreement signed by the Purchaser, the Sponsor and the other Holders under the Registration Rights Agreement, all in form and (iii) the Escrow Agreement signed by the Purchaser and the Escrow Agent, and such Additional Agreements shall be in full force and effectsubstance reasonably satisfactory to Sellers. (h) The members of the Post-Closing Purchaser Board shall have been elected or appointed as of the Closing consistent with the requirements of Section 2.5(b).

Conditions to Obligations of the Company and the Sellers. The obligations of the Company and the Sellers to consummate effect the Closing are shall be subject to the satisfactionsatisfaction (or waiver, in whole or in part, to the waiver at extent permitted by applicable Law, by the Company’s Seller Representative in its sole discretion, ) on and as of all the Closing Date of each of the following further conditions: (a) The Purchaser Parties shall have duly performed all of their respective obligations hereunder required to be performed by them on or prior to the Closing Date in all material respects (disregarding all references to “material respects” that may already be contained in the applicable covenants). (b) All Each of the representations and warranties of the Purchaser Parties Buyer contained in Article VI of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Purchaser Parties Material Adverse Effect, V shall be true and correct (in each case, as modified by the Purchaser Parties Disclosure Schedules) at and all material respects as of the date of this Agreement and as of the Closing Date (as though made on and as of the Closing Date, except that if (i) the representation accuracy of representations and warranties that that, by their terms, expressly speak as of a specific date other than the date of this Agreement will be determined as of such date, and (ii) the accuracy of representations and warranties that are qualified by, or subject to an exception for, materiality, material adverse effect or similar qualification, shall be true and correct in all respects; provided, however, that the Buyer Fundamental Representations shall be true and correct in all respects in each case 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 such representations and warranties expressly speak as of a specific date other than the date of this Agreement, in which case as of such date. (b) Buyer shall have duly performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, such representations and warranties need only to be true and correct as of such earlier date) other than where the failure of such representations and warranties to be so true and correct taken in the aggregate would not be reasonably expected to have a Purchaser Parties Material Adverse Effect. (c) There No Restraints shall be in effect, threatened in writing or pending restraining or preventing the consummation of the transactions contemplated by this Agreement or the other Transaction Documents; provided, however, that none of the Company or the Sellers shall have been no event, change initiated such Restraint or occurrence which individually or together with taken any other event, change or occurrence, would reasonably be expected to have a Purchaser Parties Material Adverse Effect which is continuing and uncuredaction in support of such Restraint. (d) The Company Any required approvals or applicable waivers from, or notice to be made to, any Governmental Entity shall have received a certificate signed by an authorized officer of each Purchaser Party in such capacity certifying as to the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 10.3been obtained and made. (e) From the date hereof until the Closing, the Purchaser Parties Buyer shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable delivered all documents required to the Purchaser Parties. (f) The Company shall have received (i) a copy of the Organizational Documents of the Parent as in effect as of the Redomestication Effective Time, (ii) copies of resolutions duly adopted be delivered by the board of directors of each of the Purchaser Parties, and the Parent as the sole shareholder of the Purchaser, authorizing this Agreement and the transactions contemplated hereby (including the issue of the Exchange Consideration Shares fully paid and non-assessable subject Buyer pursuant to receipt of the consideration therefor), (iii) evidence reasonably acceptable to the Company that the Required Parent Stockholder Approval has been obtained, and (iv) a recent certificate of good standing (or similar documents applicable for such jurisdiction) as of a date no later than thirty (30) days prior to the Closing Date regarding each Purchaser Party from the jurisdiction in which such Purchaser Party is incorporated, to the extent that good standing certificates or similar documents are generally available in such jurisdiction. (g) The Company shall have received a copy of each of (i) the Lock-Up Agreements signed by the Purchaser, (ii) the Amended Registration Rights Agreement signed by the Purchaser, the Sponsor and the other Holders under the Registration Rights Agreement, and (iii) the Escrow Agreement signed by the Purchaser and the Escrow Agent, and such Additional Agreements shall be in full force and effect. (h) The members of the Post-Closing Purchaser Board shall have been elected or appointed as of the Closing consistent with the requirements of Section 2.5(b).

Conditions to Obligations of the Company and the Sellers. The obligations In addition to the terms and provisions of Section 2.3, the obligation of the Company and the Sellers to consummate the Closing are is subject to the satisfaction, or the waiver at the Company’s sole Company and the Sellers’ discretion, of all of the following further conditions: (a) The Purchaser Parties shall have duly performed in all of their respective material respects its obligations hereunder required to be performed by them on it at or prior to the Closing Date in all material respects Date, (disregarding all references to “material respects” that may already be contained in the applicable covenants). (bii) All of the representations and warranties of the Purchaser Parties contained in Article VI of this Agreement, the Additional Agreements and in any certificate or other writing delivered by the Purchaser pursuant hereto, disregarding all qualifications and exceptions expectations contained herein therein relating to materiality or Purchaser Parties Material Adverse Effectmateriality, shall be true and correct (in each case, as modified by the Purchaser Parties Disclosure Schedules) all material respects at and as of the date of this Agreement Closing Date, as if made at and as of such date, provided, however, that the Closing Date Purchaser and/or its Affiliates, are permitted to enter into such arrangements as would be necessary for the Purchaser to secure the approval of its stockholders of the transactions contemplated by this Agreement (except that if including such arrangements as would require the representation and warranties that speak as of a specific date prior combined company to use monies available to satisfy its obligations due to the Closing Datetransactions contemplated by this Agreement), such representations if any; and warranties need only to be true (iii) the Sellers and correct as of such earlier date) other than where the failure of such representations and warranties to be so true and correct taken in the aggregate would not be reasonably expected to have a Purchaser Parties Material Adverse Effect. (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, would reasonably be expected to have a Purchaser Parties Material Adverse Effect which is continuing and uncured. (d) The Company shall have received a certificate signed by an authorized officer of each Purchaser Party in such capacity certifying as to the satisfaction of the conditions effect set forth in clauses Sections (ai) through and (cii) of this Section 10.39.3(a). (e) From the date hereof until the Closing, the Purchaser Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Purchaser Parties. (fb) The Company and the Sellers shall have received (i) a copy of the Organizational Documents organizational documents of the Parent as in effect as of the Redomestication Effective TimePurchaser, (ii) copies of resolutions duly adopted by the board Board of directors of each Directors of the Purchaser Parties, and the Parent as the sole shareholder of the Purchaser, authorizing this Agreement and the Additional Agreements (if necessary) and the transactions contemplated hereby (including the issue of the Exchange Consideration Shares fully paid and non-assessable subject to receipt of the consideration therefor)thereby, (iii) a certificate of the CEO or CFO of the Purchaser certifying each of the foregoing, completion of covenants and correctness of representations and warranties and as to signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence reasonably acceptable to of the Company that the Required Parent Stockholder Approval has been obtainedincumbency of such Secretary, and (iv) a recent certificate of good standing (or similar documents applicable for such jurisdiction) as of a date no later than thirty (30) days prior to certificate regarding the Closing Date regarding each Purchaser Party from the office of the Secretary of State of its respective jurisdiction of organization and each other jurisdiction in which such Purchaser Party is incorporated, to the extent that good standing certificates or similar documents are generally available in such jurisdiction. (g) The Company shall have received a copy of each of (i) the Lock-Up Agreements signed by the Purchaser, (ii) the Amended Registration Rights Agreement signed by the Purchaser, the Sponsor and the other Holders under the Registration Rights AgreementPurchaser is qualified to do business, and (iiiv) share certificates of the Escrow Purchaser reflecting owning the Purchaser Shares pursuant to this Agreement signed by the Purchaser and the Escrow Agent, and such Additional Agreements shall be in full force and effectSellers and/or its nominees. (h) The members of the Post-Closing Purchaser Board shall have been elected or appointed as of the Closing consistent with the requirements of Section 2.5(b).