Common use of Conditions to the Obligations of Each Party to Effect the Merger Clause in Contracts

Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) to the extent required by Delaware Law and the certificate of incorporation of the Company, this Agreement shall have been adopted by the requisite affirmative vote of the stockholders of the Company; (b) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated; (c) no statute, rule or regulation shall have been enacted or promulgated by any governmental authority that prohibits the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger; (d) The issuance of Parent Common Stock pursuant to the Merger shall have been approved by the affirmative vote of a majority of the votes cast by holders of the Parent Common Stock and the total vote cast shall have represented over 50% in interest of all shares of Parent Common Stock entitled to vote thereon; (e) The shares of Parent Common Stock issuable to the Company stockholders pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (f) The Registration Statement shall have become effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.

Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party all of the parties hereto to effect consummate the Merger shall be Closing are subject to the satisfaction on or prior to the Closing Date of all the following conditions: (a) to No provisions of any applicable Law, and no Order shall prohibit or prevent the extent required by Delaware Law and the certificate of incorporation consummation of the Company, this Agreement shall have been adopted by the requisite affirmative vote of the stockholders of the Company;Closing. (b) There shall not be any Action brought by a third party that is not an Affiliate of the waiting period applicable parties hereto to enjoin or otherwise restrict the consummation of the Merger under the HSR Act shall have expired or been earlier terminated;Closing. (c) no statute, rule or regulation The SEC shall have been enacted or promulgated by any governmental authority that prohibits declared the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger; (d) The issuance of Parent Common Stock pursuant to the Merger shall have been approved by the affirmative vote of a majority of the votes cast by holders of the Parent Common Stock and the total vote cast shall have represented over 50% in interest of all shares of Parent Common Stock entitled to vote thereon; (e) The shares of Parent Common Stock issuable to the Company stockholders pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (f) The Registration Statement shall have become effective under the Securities Act, no effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose issued. (d) Each of the Additional Agreements shall have been initiated or threatened entered into and shall be in full force and effect. (e) The SPAC Shareholder Approval Matters that are submitted to the vote of the shareholders of the SPAC at the SPAC Special Meeting in accordance with the Proxy Statement and the SPAC’s Organizational Documents shall have been approved by the SECrequisite vote of the shareholders of the SPAC at the SPAC Special Meeting in accordance with SPAC’s Organizational Documents, applicable Law and the Proxy Statement (the “Required SPAC Shareholder Approval”). (f) This Agreement, the Merger and the transactions contemplated hereby and thereby, including the Merger, shall have been authorized and approved by the holders of Company Shares constituting the Requisite Company Vote in accordance with the Laws of the State of Delaware and the Company’s Organizational Documents. (g) The Company’s initial listing application with the Nasdaq Stock Market in connection with the transactions contemplated hereby shall have been approved and the SPAC Shares shall have been approved for listing on the Nasdaq Stock Market, subject to completion of the Merger.

Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party all of the parties hereto to effect consummate the Merger shall be Closing are subject to the satisfaction on or prior to the Closing Date of all the following conditions: (a) to No provisions of any applicable Law, and no Order shall prohibit or prevent the extent required by Delaware Law and the certificate of incorporation consummation of the Company, this Agreement shall have been adopted by the requisite affirmative vote of the stockholders of the Company;Closing. (b) There shall not be any Action brought by a third party that is not an Affiliate of the waiting period applicable parties hereto to enjoin or otherwise restrict the consummation of the Merger under the HSR Act shall have expired or been earlier terminated;Closing. (c) no statute, rule or regulation The SEC shall have been enacted or promulgated by any governmental authority that prohibits declared the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger; (d) The issuance of Parent Common Stock pursuant to the Merger shall have been approved by the affirmative vote of a majority of the votes cast by holders of the Parent Common Stock and the total vote cast shall have represented over 50% in interest of all shares of Parent Common Stock entitled to vote thereon; (e) The shares of Parent Common Stock issuable to the Company stockholders pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (f) The Registration Statement shall have become effective under the Securities Act, no effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose issued. (d) Each of the Additional Agreements shall have been initiated or threatened entered into and shall be in full force and effect. (e) The SPAC Shareholder Approval Matters that are submitted to the vote of the shareholders of the SPAC at the SPAC Special Meeting in accordance with the Proxy Statement and the SPAC’s Organizational Documents shall have been approved by the SECrequisite vote of the shareholders of the SPAC at the SPAC Special Meeting in accordance with SPAC’s Organizational Documents, applicable Law and the Proxy Statement (the “Required SPAC Shareholder Approval”). (f) This Agreement, the Merger and the transactions contemplated hereby and thereby, including the Merger and the Company Reverse Stock Split, shall have been authorized and approved by the holders of Company Shares constituting the Requisite Company Vote in accordance with the Laws of the State of Delaware and the Company’s Organizational Documents. (g) The Company’s initial listing application with the Nasdaq Stock Market in connection with the transactions contemplated hereby shall have been approved and the Company Common Stock shall have been approved for listing on the Nasdaq Stock Market, subject to completion of the Merger.

Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party all of the parties hereto to effect consummate the Merger shall be Closing are subject to the satisfaction on or prior to the Closing Date of all the following conditions: (a) to No provisions of any applicable Law, and no Order shall prohibit or prevent the extent required by Delaware Law and the certificate of incorporation consummation of the Company, this Agreement shall have been adopted by the requisite affirmative vote of the stockholders of the Company;Closing. (b) There shall not be any Action brought by a third party that is not an Affiliate of the waiting period applicable parties hereto to enjoin or otherwise restrict the consummation of the Merger under the HSR Act shall have expired or been earlier terminated;Closing. (c) no statute, rule or regulation The Reincorporation Merger shall have been enacted or promulgated by any governmental authority that prohibits consummated and the consummation of applicable certificates filed in the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger;appropriate jurisdictions. (d) The issuance of Parent Common Stock pursuant to the Merger SEC shall have been approved by declared the affirmative vote of a majority of the votes cast by holders of the Parent Common Stock and the total vote cast shall have represented over 50% in interest of all shares of Parent Common Stock entitled to vote thereon; (e) The shares of Parent Common Stock issuable to the Company stockholders pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (f) The Registration Statement shall have become effective under the Securities Act, no effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose issued. (e) Each of the Additional Agreements shall have been initiated or threatened entered into and the same shall be in full force and effect; provided that the non-execution of the Lock-up Agreement by (i) Shareholders who are not the Key Personnel nor Controlled by the SECKey Personnel and (ii) grantees of Company Options that are vested as of the Closing, collectively holding no more than 5% of share capital in the Company (on a fully-diluted basis) immediately prior to the Closing shall not affect the Closing or occurrence of the Closing. (f) The Parent Stockholder Approval Matters that are submitted to the vote of the shareholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been approved by the requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Stockholder Approval”). (g) This Agreement, the Plan of Acquisition Merger and the transactions contemplated hereby and thereby, including the Acquisition Merger, shall have been authorized and approved by the holders of Company Shares constituting the Requisite Company Vote in accordance with the Cayman Law and the Company’s memorandum and articles of association.

Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party all of the parties hereto to effect consummate the Merger shall be Closing are subject to the satisfaction on or prior to the Closing Date of all the following conditions, any one or more of which may be waived (if legally permitted) in writing by the party or parties whose obligations are conditioned thereupon: (a) to No provisions of any applicable Law, and no Order shall prohibit or prevent the extent required by Delaware Law and the certificate of incorporation consummation of the Company, this Agreement shall have been adopted by the requisite affirmative vote of the stockholders of the Company;Closing. (b) There shall not be any Action brought by a third party that is not an Affiliate of the waiting period applicable parties hereto to enjoin or otherwise restrict the consummation of the Merger under the HSR Act shall have expired or been earlier terminated;Closing. (c) no statute, rule or regulation The SEC shall have been enacted or promulgated by any governmental authority that prohibits declared the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger; (d) The issuance of Parent Common Stock pursuant to the Merger shall have been approved by the affirmative vote of a majority of the votes cast by holders of the Parent Common Stock and the total vote cast shall have represented over 50% in interest of all shares of Parent Common Stock entitled to vote thereon; (e) The shares of Parent Common Stock issuable to the Company stockholders pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (f) The Registration Statement shall have become effective under the Securities Act, no effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued issued. (d) The SPAC Stockholder Approval Matters that are submitted to the vote of the SPAC Stockholders at the SPAC Special Meeting in accordance with the Proxy Statement and no proceedings for that purpose the SPAC Charter shall have been initiated or threatened approved by the SECrequisite vote of the SPAC Stockholders at such SPAC Special Meeting in accordance with the SPAC Charter, applicable Law and the Proxy Statement (the “Required SPAC Stockholder Approval”). (e) This Agreement, the Merger and other transactions contemplated hereby (including the Recapitalization), that are submitted to the vote of the Company Shareholders at the Company Special Meeting in accordance with the Cayman Companies Law, the Company Charter and the Listing Rules shall have been approved by the requisite vote of the Company Shareholders at such Company Special Meeting in accordance with the Cayman Companies Law, the Company Charter and the Listing Rules (the “Required Company Shareholder Approval”). (f) (i) The Company’s initial listing application with Nasdaq in connection with the Transactions shall have been conditionally approved and, immediately following the Closing, the Company shall satisfy any applicable initial and continuing listing requirements of Nasdaq and the Company shall not have received any notice of non-compliance therewith, and (ii) the Company Shares to be issued as the Merger Consideration shall have been approved for listing on Nasdaq, subject to official notice of issuance (collectively, the “Company US Listing Approval”). (g) The Registration Statement shall have been approved by the HKSE and registered as a prospectus in Hong Kong pursuant to the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong). (h) The Listing Committee of the HKSE shall have granted the approval for the listing of and the permission to deal in all the Company Shares to be issued as the Merger Consideration, and such approval shall remain valid and effective (the “Company HK Listing Approval”). (i) After deducting the SPAC Stockholder Redemption Amount, the SPAC shall have at least US$5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). (j) The Recapitalization shall have been completed in accordance with the terms hereof and the Company Charter. (k) The Existing ADR Facility shall have been terminated.

Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party all of the parties hereto to effect consummate the Merger shall be Closing are subject to the satisfaction on or prior to the Closing Date of all the following conditions: (a) to No provisions of any applicable Law, and no Order shall prohibit or prevent the extent required by Delaware Law and the certificate of incorporation consummation of the Company, this Agreement shall have been adopted by the requisite affirmative vote of the stockholders of the Company;Closing. (b) There shall not be any Action brought by a third party that is not an Affiliate of the waiting period applicable parties hereto to enjoin or otherwise restrict the consummation of the Merger under the HSR Act shall have expired or been earlier terminated;Closing. (c) no statute, rule or regulation The Redomestication Merger shall have been enacted or promulgated by any governmental authority that prohibits consummated and the consummation of applicable certificates filed in the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger;appropriate jurisdictions. (d) The issuance of Parent Common Stock pursuant to the Merger SEC shall have been approved by declared the affirmative vote of a majority of the votes cast by holders of the Parent Common Stock and the total vote cast shall have represented over 50% in interest of all shares of Parent Common Stock entitled to vote thereon; (e) The shares of Parent Common Stock issuable to the Company stockholders pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (f) The Registration Statement shall have become effective under the Securities Act, no effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose issued. (e) Each of the Additional Agreements shall have been initiated or threatened entered into and the same shall be in full force and effect. (f) The Parent Stockholder Approval Matters that are submitted to the vote of the shareholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been approved by the SECrequisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Stockholder Approval”). (g) This Agreement, the Plan of Acquisition Merger and the transactions contemplated hereby and thereby, including the Acquisition Merger, shall have been authorized and approved by the holders of Company Shares constituting the Requisite Company Vote in accordance with the Cayman Law and the Company’s memorandum and articles of association. (h) The Company Group shall have obtained all approvals necessary from the China Securities Regulatory Commission (the “CSRC”) in connection with the transactions as contemplated under this Agreement, pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, as promulgated on February 17, 2023 (the “Measures”), and none of the Company Group has received any notification from any Authorities of the PRC, including the CSRC, that any of the Company Group or other Person are obligated to make any filings or obtain approvals regarding the transactions contemplated under this Agreement pursuant to the Measures and the other PRC Laws, rules and regulations other than the Governmental Approvals that the Company Group have already obtained from the CSRC. (i) Purchaser shall remain listed on Nasdaq and the additional listing application for the Closing Payment Shares shall have been approved by Nasdaq. As of the Closing Date, Purchaser shall not have received any written notice from Nasdaq that it has failed, or would reasonably be expected to fail to meet the Nasdaq listing requirements as of the Closing Date for any reason, where such notice has not been subsequently withdrawn by Nasdaq or the underlying failure appropriately remedied or satisfied.

Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) to the extent required by Delaware Law and the certificate of incorporation of the CompanyEdge, this Agreement shall have been adopted by the requisite affirmative vote of the stockholders holders of the CompanyCommon Shares; (b) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated; (c) no statute, rule or regulation shall have been enacted or promulgated by any governmental authority that prohibits the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger; (d) The issuance of Parent Common Stock pursuant to the Merger shall have been approved by the affirmative vote of a majority of the votes cast by holders of the Parent Common Stock and the total vote cast shall have represented over 50% in interest of all shares of Parent Common Stock entitled to vote thereon; (ei) The shares of Parent Common Stock issuable to holders of Edge Common Stock and Units and the Company stockholders shares of Parent Preferred Stock issuable to the holders of Edge Preferred Stock pursuant to the Merger Merger, (ii) shares of Parent Common Stock issuable to holders of Parent Preferred Stock upon conversion thereof and (iii) shares of Parent Common Stock issuable upon the exercise of Options, shall have been approved for listing on the NYSE, subject to official notice of issuance; and (fe) The the Registration Statement shall have become effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.

Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party all of the parties hereto to effect consummate the Merger shall be Closing are subject to the satisfaction on or prior to the Closing Date of all the following conditions: (a) to No provisions of any applicable Law, and no Order shall prohibit or prevent the extent required by Delaware Law and the certificate of incorporation consummation of the Company, this Agreement shall have been adopted by the requisite affirmative vote of the stockholders of the Company;Closing. (b) There shall not be any Action brought by a third party that is not an Affiliate of the waiting period applicable parties hereto to enjoin or otherwise restrict the consummation of the Merger under the HSR Act shall have expired or been earlier terminated;Closing. (c) no statute, rule or regulation The Reincorporation Merger shall have been enacted or promulgated by any governmental authority that prohibits consummated and the consummation of applicable certificates filed in the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger;appropriate jurisdictions. (d) The issuance of Parent Common Stock pursuant to the Merger SEC shall have been approved by declared the affirmative vote of a majority of the votes cast by holders of the Parent Common Stock and the total vote cast shall have represented over 50% in interest of all shares of Parent Common Stock entitled to vote thereon; (e) The shares of Parent Common Stock issuable to the Company stockholders pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (f) The Registration Statement shall have become effective under the Securities Act, no effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose issued. (e) Each of the Additional Agreements shall have been initiated or threatened entered into by the SECappropriate parties thereto and the same shall be in full force and effect. (f) The Parent Shareholder Approval Matters that are submitted to the vote of the shareholders of Parent at the Parent Extraordinary General Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been approved by the requisite vote of the shareholders of Parent at the Parent Extraordinary General Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Shareholder Approval”). (g) This Agreement and the transactions contemplated hereby and thereby, including the Acquisition Merger, shall have been authorized and approved by the holders of Company Shares constituting the Requisite Company Vote in accordance with the DGCL and the Company’s Organizational Documents. (h) All requisite Governmental Approvals shall have been obtained. (i) Purchaser shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act).

Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party all of the parties hereto to effect consummate the Merger shall be Closing are subject to the satisfaction on or prior to the Closing Date of all the following conditions: (a) to No provisions of any applicable Law, and no Order shall prohibit or prevent the extent required by Delaware Law and the certificate of incorporation consummation of the Company, this Agreement shall have been adopted by the requisite affirmative vote of the stockholders of the Company;Closing. (b) There shall not be any Action brought by a third party that is not an Affiliate of the waiting period applicable parties hereto to enjoin or otherwise restrict the consummation of the Merger under the HSR Act shall have expired or been earlier terminated;Closing. (c) no statute, rule or regulation The Reincorporation Merger shall have been enacted or promulgated by any governmental authority that prohibits consummated and the consummation of applicable certificates filed in the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger;appropriate jurisdictions. (d) The issuance of Parent Common Stock pursuant to the Merger SEC shall have been approved by declared the affirmative vote of a majority of the votes cast by holders of the Parent Common Stock and the total vote cast shall have represented over 50% in interest of all shares of Parent Common Stock entitled to vote thereon; (e) The shares of Parent Common Stock issuable to the Company stockholders pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (f) The Registration Statement shall have become effective under the Securities Act, no effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose issued. (e) Each of the Additional Agreements shall have been initiated or threatened entered into and the same shall be in full force and effect. (f) The Parent Stockholder Approval Matters that are submitted to the vote of the shareholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been approved by the SECrequisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Stockholder Approval”). (g) This Agreement, the Plan of Acquisition Merger and the transactions contemplated hereby and thereby, including the Acquisition Merger, shall have been authorized and approved by the holders of Company Shares constituting the Requisite Company Vote in accordance with the Cayman Law and the Company’s current memorandum and articles of association. (h) The Company Group shall have obtained all approvals necessary from the China Securities Regulatory Commission (the “CSRC”) in connection with the transactions as contemplated under this Agreement, pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, as promulgated on February 17, 2023 (the “Measures”), and none of the Company Group has received any notification from any Authorities of the PRC, including the CSRC, that any of the Company Group or other Person are obligated to make any filings or obtain approvals regarding the transactions contemplated under this Agreement pursuant to the Measures and the other PRC Laws, rules and regulations other than the Governmental Approvals that the Company Group have already obtained from the CSRC. (i) Purchaser shall remain listed on Nasdaq and the additional listing application for the Closing Payment Shares shall have been approved by Nasdaq. As of the Closing Date, Purchaser shall not have received any written notice from Nasdaq that it has failed, or would reasonably be expected to fail to meet the Nasdaq listing requirements as of the Closing Date for any reason, where such notice has not been subsequently withdrawn by Nasdaq or the underlying failure appropriately remedied or satisfied.

Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party the Company, on the one hand, and Parent and Merger Sub, on the other hand, to effect consummate the Merger shall be are subject to the satisfaction on (or waiver by the Company, Parent and Merger Sub, if permissible under applicable Law) of the following conditions at or prior to the Closing Date of the following conditionsClosing: (a) to the extent required by Delaware Law and the certificate of incorporation of the Company, this Agreement The Company Stockholder Approval shall have been adopted obtained; provided that Parent and Merger Sub shall, and shall cause any other Parent Company to, vote all Shares held by the requisite affirmative vote them in favor of the stockholders approval of the Companythis Agreement; (b) No Governmental Entity having jurisdiction over the Company, Parent or Merger Sub shall have issued or entered any injunction, Law, judgment, order, decree or ruling (collectively, “Restraints”) which is then in effect and which seeks or has the effect of enjoining or otherwise prohibiting the consummation of the Merger, unless such Restraint is vacated, terminated or withdrawn, and no Laws shall be in effect enjoining or prohibiting consummation of the Merger or making consummation of the Merger illegal; (c) Any waiting period (and extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated; (c) no statute, rule or regulation shall have been enacted or promulgated by any governmental authority that prohibits the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger; (d) The issuance Written confirmation by CFIUS of Parent Common Stock pursuant the completion of the review, and if applicable, investigation process, under Exon-Xxxxxx and CFIUS’s determination that there are no unresolved national security concerns with respect to the Merger Transactions shall have been approved received by the affirmative vote of a majority of the votes cast by holders of the Parent Common Stock and the total vote cast shall have represented over 50% in interest of all shares of Parent Common Stock entitled to vote thereon;Company; and (e) The shares of Parent Common Stock issuable to Thirty-five (35) Scheduled Trading Days (as defined in the Notes Indenture) shall have elapsed from the date the Company stockholders pursuant (A) delivers notice to each holder of the Merger shall have been approved for listing Convertible Notes (each, a “Note Holder”) of the right of the Note Holders to convert the Convertible Notes into Shares and (B) publishes such notice in a newspaper of general circulation in The City of New York or on the NYSE, subject to official notice of issuance; and (f) The Registration Statement shall have become effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SECCompany’s website.