Common use of Consents and Requisite Governmental Approvals; No Violations Clause in Contracts

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC Party with respect to such SOAC Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) the Investment Canada Act Approval (if required); (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE to permit the SOAC Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSE, (iv) such filings and approvals required in connection with the SOAC Continuance, (v) the SOAC Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC Material Adverse Effect. (b) None of the execution or delivery by a SOAC Party of this Agreement or any Ancillary Document to which it is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or the consummation by a SOAC Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a breach of any provision of the Governing Documents of a SOAC Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC Listed Party with respect to such SOAC Listed Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) the Investment Canada Act Approval (if required); (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) such filings with and approvals of NYSE NASDAQ to permit the SOAC Common Cayman NewCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSENASDAQ, (iviii) such filings and approvals required in connection with the SOAC ContinuancePre-Closing Reorganization, (iv) the Armada Shareholder Approval, (v) with respect to the SOAC Shareholder Approval adoption of the Cayman NewCo Pre-IPO Articles of Association and the Cayman NewCo Articles of Association, either (a) the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Cayman Newco Shares present in person or represented by proxy at a duly convened general meeting of Cayman Newco and entitled to vote on such matter or (b) a unanimous written resolution of all the holders of Cayman Newco Shares entitled to vote on such matter (it being understood and agreed that such vote shall have been obtained prior to (A) the Company Reorganization Date in the case of the Cayman NewCo Pre-IPO Articles of Association and (B) Merger Effective Time in the case of the Cayman NewCo Articles of Association), (vi) the Consents set forth on Section 4.4 of the Armada Disclosure Schedules and the Cayman NewCo Disclosure Schedules, and (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC an Armada Material Adverse Effect or Cayman NewCo Material Adverse Effect. (b) None of the execution or delivery by a SOAC Listed Party of this Agreement or any Ancillary Document to which it is or will be a party, the performance by a SOAC Listed Party of its obligations hereunder or thereunder or the consummation by a SOAC Listed Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Governing Documents of a SOAC Listed Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Armada Material Contract to which a SOAC Listed Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Listed Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the assets or properties (other than any Permitted Liens) of a SOAC Listed Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC an Armada Material Adverse Effect or Cayman NewCo Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC Party FEAC or Can Merger Sub with respect to such SOAC PartyFEAC and Can Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it FEAC or Can Merger Sub is or will be party or the consummation of the transactions contemplated hereby or therebyTransactions, except for (i) the Investment Canada Act Approval (if required); compliance with and filings under any Foreign Antitrust Laws, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (iii) the filing of the Canadian Prospectus with the Autorité des marchés financiers du Québec, (iv) such filings with and approvals of NYSE Nasdaq or other relevant Exchange, as applicable, to permit the SOAC Common Newco Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents Transactions to be listed on NYSENasdaq or other relevant Exchange, (iv) such filings and approvals required in connection with the SOAC Continuanceas applicable, (v) the SOAC FEAC Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC FEAC Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by a SOAC Party FEAC or Can Merger Sub of this Agreement or any nor the Ancillary Document Documents to which it FEAC or Can Merger Sub is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC Party FEAC or Can Merger Sub of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the FEAC’s Governing Documents of a SOAC Partyor Can Merger Sub’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC Party FEAC or Can Merger Sub is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Party FEAC or Can Merger Sub or any of its their properties or assets are bound or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the assets or properties (other than any Permitted Liens) of a SOAC PartyFEAC or Can Merger Sub, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC FEAC Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of FEAC or Can Merger Sub to timely consummate the Transactions. (c) FEAC is a trade agreement investor within the meaning of the Investment Canada Act.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC Tailwind Party with respect to such SOAC Tailwind Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the Investment Canada Act Approval (if required); HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE to permit the SOAC Common Tailwind Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSE, (iv) such filings and approvals required in connection with the SOAC Continuancefiling of the Certificate of Merger, (v) the SOAC Shareholder filing of the Post-Closing Tailwind Certificate of Incorporation pursuant to Section 5.22(a), (vi) the approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vii) the Tailwind Stockholder Approval or (viviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC Tailwind Material Adverse Effect. (b) None of the execution or delivery by a SOAC Tailwind Party of this Agreement or any Ancillary Document to which it is or will be a party, the performance by a SOAC Tailwind Party of its obligations hereunder or thereunder or the consummation by a SOAC Tailwind Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Governing Documents of a SOAC Tailwind Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC Tailwind Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Tailwind Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC Tailwind Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC Tailwind Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC FRLA Party with respect to such SOAC FRLA Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) the Investment Canada Act Approval (if required); (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) such filings with and approvals of NYSE Nasdaq to permit the SOAC FRLA Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSENasdaq, (iii) filing of the Certificates of Merger, (iv) such filings the approvals and approvals required in connection with the SOAC Continuanceconsents to be obtained by Merger Sub pursuant to Section 5.10, (v) the SOAC Shareholder Approval FRLA Stockholder Approval, or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would could not reasonably be expected to have a SOAC FRLA Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by a SOAC FRLA Party of this Agreement or any nor the Ancillary Document Documents to which it a FRLA Party is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC FRLA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the Governing Documents of a SOAC FRLA Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC FRLA Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC FRLA Party or any of its properties or assets are bound bound, or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC FRLA Party, except in the case of any of clauses (ii) through (iv) above, as would could not reasonably be expected to have a SOAC FRLA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC Dragoneer Party with respect to such SOAC Dragoneer Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the Investment Canada Act Approval (if required); HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE Nasdaq to permit the SOAC Common Dragoneer Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSENasdaq, (iv) such filings and approvals required in connection with the SOAC ContinuanceDomestication, (v) filing of the SOAC Certificates of Merger, (vi) the approvals and consents to be obtained by each of Merger Sub I and Merger Sub II pursuant to Section 5.9, (vii) the Dragoneer Shareholder Approval or (viviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC Dragoneer Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by a SOAC Dragoneer Party of this Agreement or any nor the Ancillary Document Documents to which it a Dragoneer Party is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC Dragoneer Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the Governing Documents of a SOAC Dragoneer Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC Dragoneer Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Dragoneer Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC Dragoneer Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC Dragoneer Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC CBRG Party with respect to such SOAC CBRG Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) the Investment Canada Act Approval (if required); (iiA) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and SEC, (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing CBRG Memorandum and Articles of Association in order extend the time period CBRG has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of NYSE Nasdaq to permit the SOAC Common HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSENasdaq, (iii) the filing of the Company Certificate of Merger, (iv) such filings the filing of the CBRG Plan of Merger and approvals required the other documents referred to in connection Section 2.1(c) (ii) with the SOAC ContinuanceRegistrar of Companies of the Cayman Islands, (v) the SOAC approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by CBRG Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the Required CBRG Shareholder Approval or (viix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC CBRG Material Adverse Effect. (b) None of the execution or delivery by a SOAC CBRG Party of this Agreement or any Ancillary Document to which it is or will be a party, the performance by a SOAC CBRG Party of its obligations hereunder or thereunder or the consummation by a SOAC CBRG Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Governing Documents of a SOAC CBRG Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC CBRG Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC CBRG Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC CBRG Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC CBRG Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC Party SPAC with respect to such SOAC PartySPAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyTransactions, except for (i) compliance with and filings under the Investment Canada Act Approval (if required); HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (iii) such filings with and approvals of NYSE Nasdaq to permit the SOAC Company Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents Transactions to be listed on NYSENasdaq or in order to deregister the SPAC Shares following the Closing, (iv) such filings the filing of (A) the Certificate of Conversion, (B) the SPAC Merger Certificate of Merger and approvals required in connection with (C) the SOAC ContinuanceLLC Merger Certificate of Merger, (v) the SOAC Shareholder Approval SPAC Stockholder Approval, or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not not, individually or in the aggregate, reasonably be expected to have a SOAC SPAC Material Adverse Effect. (b) None of the execution or delivery by a SOAC Party SPAC of this Agreement or nor any Ancillary Document to which it is or will be a party, the performance by a SOAC Party SPAC of its obligations hereunder or thereunder or nor the consummation by a SOAC Party SPAC of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Governing Documents of a SOAC PartySPAC, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of any material Contract to which a SOAC Party SPAC is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Party SPAC or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC PartySPAC, except in the case of any of clauses (ii) through (iv) above, as would not not, individually or in the aggregate, reasonably be expected to have a SOAC SPAC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC Sandbridge Party with respect to such SOAC Sandbridge Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the Investment Canada Act Approval (if required); HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of the NYSE to permit the SOAC Sandbridge Common Shares Stock to be issued to non-accredited investors in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on the NYSE, (iv) such filings and approvals required in connection with filing of the SOAC ContinuanceCertificate of Merger, (v) the SOAC approvals and consents to be obtained by Merger Sub pursuant to Section 5.10 (Merger Sub Shareholder Approval or Approval), (vi) the Sandbridge Stockholder Approval and (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC Sandbridge Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by a SOAC Sandbridge Party of this Agreement or any nor the Ancillary Document Documents to which it a Sandbridge Party is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC Sandbridge Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the Governing Documents of a SOAC Sandbridge Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC Sandbridge Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Sandbridge Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC Sandbridge Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC Sandbridge Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC Parent Party with respect to such SOAC Parent Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the Investment Canada Act Approval (if required); HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 15(d) 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE Nasdaq to permit the SOAC Parent Common Shares Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSENasdaq, (iv) such filings and approvals required in connection with filing of the SOAC ContinuanceCertificates of Merger, (v) the SOAC approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, (vi) the Parent Shareholder Approval or (vivii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC Parent Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by a SOAC Parent Party of this Agreement or any nor the Ancillary Document Documents to which it a Parent Party is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the Governing Documents of a SOAC Parent Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC Parent Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Parent Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC Parent Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC Parent Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC an ARYA Party with respect to such SOAC ARYA Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the Investment Canada Act Approval (if required); HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE Nasdaq to permit the SOAC Common ARYA Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSENasdaq, (iv) such filings and approvals required in connection with the SOAC ContinuanceDomestication, (v) filing of the SOAC Certificate of Merger, (vi) the approvals and consents to be obtained by Cxxxxxx Merger Sub pursuant to Section 5.9, (vii) the ARYA Shareholder Approval or (viviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC an ARYA Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by a SOAC an ARYA Party of this Agreement or any nor the Ancillary Document Documents to which it an ARYA Party is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the Governing Documents of a SOAC an ARYA Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC an ARYA Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC ARYA Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC an ARYA Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC an ARYA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC an AJAX Party with respect to such SOAC AJAX Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) the Investment Canada Act Approval (if required); (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) such filings with and approvals of NYSE to permit the SOAC Common Listco Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSE, (iviii) such filings and approvals required in connection with the SOAC ContinuanceAJAX Reorganization, (iv) the AJAX Shareholder Approval, (v) with respect to the SOAC Shareholder Approval or adoption of the Listco Articles of Association, the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Listco Shares entitled to vote and actually cast thereon voting together as a single class (it being understood and agreed that such vote shall have been obtained prior to the Merger Effective Time), (vi) the Consents set forth on Section 4.4 of the AJAX Disclosure Schedules, and (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC an AJAX Material Adverse Effect. (b) None of the execution or delivery by a SOAC an AJAX Party of this Agreement or any Ancillary Document to which it is or will be a party, the performance by a SOAC an AJAX Party of its obligations hereunder or thereunder or the consummation by a SOAC an AJAX Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Governing Documents of a SOAC an AJAX Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any AJAX Material Contract to which a SOAC an AJAX Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC AJAX Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the assets or properties (other than any Permitted Liens) of a SOAC an AJAX Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC an AJAX Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No action by, notice, consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of a SOAC Party the Company or its Subsidiaries with respect to such SOAC Partythe Company’s execution, delivery or and performance of its obligations under this Agreement or and the Ancillary other Transaction Documents to which it the Company is or will be a party or and the consummation of the transactions contemplated hereby or and thereby, except for (i) the Investment Canada Act Approval (if required); filings and approvals set forth in Section 4.04(a) of the Company Disclosure Schedules, (ii) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE the Stock Exchange to permit the SOAC Common TopCo Ordinary Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSEthe Stock Exchange, (iv) such filings and approvals required in connection with filing of the SOAC ContinuanceCertificate of Merger under the DGCL, (v) the SOAC Shareholder Approval approvals and consents to be obtained on behalf of Merger Sub pursuant to Section 7.06 or (vi) any other actions, notices, consents, approvals, waiver or authorizations, designations, declarations, waivers declarations or filings, the absence of which would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a SOAC Material Adverse Effectwhole. (b) None of Neither the execution or delivery by a SOAC Party the Company of this Agreement or any Ancillary Transaction Document to which it is or will be a party, the performance by a SOAC Party it of its obligations hereunder or thereunder or the consummation by a SOAC Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Governing Documents of a SOAC Partythe Company or any of its Subsidiaries, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consentconsent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which a SOAC Party the Company or any of its Subsidiaries is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Governmental Order or applicable Law to which any such SOAC Party the Company or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of a SOAC Partythe Company, except except, in the case of any of clauses (ii) through (iv) above, as would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a SOAC Material Adverse Effectwhole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC any Purchaser Party with respect to such SOAC Purchaser Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the Investment Canada Act Approval (if required); HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE to permit the SOAC Pubco Class A Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSE, (iv) such filings and approvals required in connection with the SOAC ContinuanceDomestication, (v) filing of the SOAC Purchaser Certificate of Merger, (vi) the approvals and consents to be obtained by Pubco and the Merger Subs pursuant to Section 5.9, (vii) the Purchaser Shareholder Approval or (viviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC an Purchaser Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by a SOAC any Purchaser Party of this Agreement or any nor the Ancillary Document Documents to which it such Purchaser Party is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC any Purchaser Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the Governing Documents of a SOAC such Purchaser Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC such Purchaser Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Purchaser Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC such Purchaser Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC an Purchaser Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or any other Person is required on the part of a SOAC Party the Company or any of its Subsidiaries with respect to such SOAC Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) the Investment Canada Act Approval (if required); (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) such filings with and approvals of NYSE NASDAQ to permit the SOAC Common Shares Company Securities to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSENASDAQ, (iviii) such filings and approvals required in connection with the SOAC ContinuancePre-Closing Demerger and the Pre-Closing Reorganization, (viv) with respect to the adoption of the Company Pre-IPO Articles of Association and the Company Articles of Association, either (a) the SOAC Shareholder Approval passing of a special resolution of the Company at a duly convened general meeting of the Company or (vib) any other consentsthe passing of a special resolution of the Company by a written resolution of the holders of Company Shares by members representing at least 75% of the total voting rights of eligible members entitled to vote on such matter (it being understood and agreed that such vote shall have been obtained prior to (A) the Company Reorganization Date in the case of the Company Pre-IPO Articles of Association and (B) Merger Effective Time in the case of the Company Articles of Association), approvals, authorizations, designations, declarations, waivers or filings, (C) those Consents set forth on Section 3.5 of the absence of which would not have a SOAC Material Adverse EffectCompany Disclosure Schedules. (b) None of the execution or delivery by a SOAC Party the Original Company or the New Company of this Agreement or any Ancillary Document Documents to which it is or will be a party, the performance by a SOAC Party the Original Company or the New Company of its obligations hereunder or thereunder or the consummation by a SOAC Party the Original Company or the New Company of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the relevant Company’s Governing Documents of a SOAC Partyor the Company Shareholder Agreement, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Material Contract to which a SOAC Party any relevant Group Company is a partyparty or (B) any Material Permits, (iii) conflict with, violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Party relevant Group Company or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien (other than any Permitted Liens) upon any of the assets or properties (other than any Permitted Liens) of a SOAC Party, except in the case or Equity Securities of any of clauses (ii) through (iv) above, as would not have a SOAC Material Adverse Effectrelevant Group Company.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC Party SPAC with respect to such SOAC PartySPAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) the Investment Canada Act Approval (if required)any approvals required by a Governmental Entity under applicable antitrust or competition Laws; (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE Nasdaq to permit the SOAC Common Shares Company ADSs to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSENasdaq, (iv) such filings the SPAC Shareholder Approval and approvals required in connection with the SOAC ContinuanceSPAC Warrant Holder Approval, (v) the SOAC Company Shareholder Approval and Company Warrant Holder Approval or (vi) any other consentsConsents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC SPAC Material Adverse Effect. (b) None of the execution or delivery by a SOAC Party SPAC of this Agreement or any Ancillary Document to which it is or will be a party, the performance by a SOAC Party SPAC of its obligations hereunder or thereunder or the consummation by a SOAC Party SPAC of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a breach of any provision of the SPAC Governing Documents of a SOAC PartyDocument, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC Party SPAC is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Party SPAC or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC PartySPAC, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC SPAC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC CBRG Party with respect to such SOAC CBRG Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) the Investment Canada Act Approval (if required); (iiA) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and SEC, (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing CBRG Memorandum and Articles of Association in order extend the time period CBRG has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of NYSE Nasdaq to permit the SOAC Common HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSENasdaq, (iii) the filing of the Company Certificate of Merger, (iv) such filings the filing of the CBRG Plan of Merger and approvals required the other documents referred to in connection Section 2.1(c)(ii) with the SOAC ContinuanceRegistrar of Companies of the Cayman Islands, (v) the SOAC approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by CBRG Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the Required CBRG Shareholder Approval or (viix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC CBRG Material Adverse Effect. (b) None of the execution or delivery by a SOAC CBRG Party of this Agreement or any Ancillary Document to which it is or will be a party, the performance by a SOAC CBRG Party of its obligations hereunder or thereunder or the consummation by a SOAC CBRG Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Governing Documents of a SOAC CBRG Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC CBRG Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC CBRG Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC CBRG Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC CBRG Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of a SOAC Party Swiss NewCo, US HoldCo or DE Merger Sub with respect to such SOAC PartySwiss NewCo’s, US HoldCo’s and DE Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the other Ancillary Documents Agreements to which it is or will be party or the consummation of the transactions contemplated hereby or therebyby the Ancillary Agreements, except for (i) the Investment Canada Act Approval (if required); (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents Agreements or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of NYSE the Stock Exchange to permit the SOAC Common Swiss NewCo Ordinary Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSEthe Stock Exchange, (iii) filing of the Merger Documents under the applicable law of the Cayman Islands and DGCL, (iv) such filings the approvals and approvals required in connection with the SOAC Continuanceconsents to be obtained by US HoldCo and DE Merger Sub pursuant to Section 7.6, or (v) the SOAC Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a SOAC Material Adverse Effectwhole. (b) None of the The execution or and delivery by a SOAC Party Swiss NewCo, US HoldCo and DE Merger Sub of this Agreement or any Ancillary Document and other documents to which it is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party contemplated hereby and the consummation by a SOAC Party of the transactions contemplated hereby or and thereby will, directly or indirectly (with or without due notice or lapse of time or both) do not and will not (i) violate or conflict with any provision of, or result in a the breach of any provision of of, or default under, the Governing Documents of a SOAC PartySwiss NewCo, US HoldCo or DE Merger Sub, (ii) violate or conflict with any provision of, or result in a violation or the breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the termsLaw, conditions License or provisions of any Contract Governmental Order applicable to which a SOAC Party is a partySwiss NewCo, (iii) violateUS HoldCo or DE Merger Sub, or constitute a breach under, any Order or applicable Law to which any such SOAC Party or any of its properties or assets are bound their Subsidiaries, or (iviii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Swiss NewCo, US HoldCo or properties (other than any Permitted Liens) of a SOAC PartyDE Merger Sub, except except, in the case of any of clauses (iii) through (iv) aboveiii), as to the extent that the occurrence of the foregoing would not have reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a SOAC Material Adverse Effectwhole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC SilverBox Party with respect to such SOAC Party’s its execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the Investment Canada Act Approval (if required); HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE Nasdaq or NYSE, as applicable, to permit the SOAC shares of Pubco Common Shares Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq or NYSE, as applicable, (iv) such filings and approvals required in connection with the SOAC Continuancefiling of the Pubco Certificate of Merger, (v) the SOAC filing of the Blocker Certificate of Merger, (vi) the consents and approvals to be obtained by Pubco, Merger Sub 1 and Merger Sub 2 pursuant to Section 5.8, (vii) the SilverBox Shareholder Approval or (viviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC SilverBox Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by a SOAC SilverBox Party of this Agreement or any nor the Ancillary Document Documents to which it such SilverBox Party is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC such SilverBox Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the Governing Documents of a SOAC SilverBox Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract or Permit to which a SOAC SilverBox Party is a partyparty or bound, as applicable, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC a SilverBox Party or any of its properties or assets are bound or (iv) result in the creation or imposition of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC SilverBox Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC SilverBox Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC Parent Party with respect to such SOAC Parent Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Transaction Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Transaction Documents, except for (i) compliance with and filings under the Investment Canada Act Approval (if required); HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE Nasdaq to permit the SOAC Common Parent Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Transaction Documents to be listed on NYSENasdaq, (iv) such filings and approvals required in connection with filing of the SOAC ContinuanceCertificate of Merger, (v) filing of the SOAC Shareholder Parent New Certificate of Incorporation with the Delaware Secretary of State, (vi) the Parent Stockholder Approval or (vivii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC Parent Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by a SOAC Parent Party of this Agreement or any Ancillary Document nor the Transaction Documents to which it a Parent Party is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the Governing Documents of a SOAC Parent Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consentconsent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC Parent Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Parent Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC Parent Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC Parent Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, Consent of any Governmental Entity is required on the part of a SOAC Party Prospector with respect to such SOAC PartyProspector’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it Prospector is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the Investment Canada HSR Act Approval (if required); or under any Foreign Antitrust Laws, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE Nasdaq to permit the SOAC Common Surviving Company Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSENasdaq, (iv) such filings and approvals required in connection with the SOAC Prospector Continuance, (v) the SOAC Prospector Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filingsConsents, the absence of which would not have a SOAC Prospector Material Adverse Effect. (b) None Subject to the receipt of the execution Prospector Shareholder Approval and the adoption and approval of the Prospector Articles Amendments, neither the execution, delivery or delivery performance by a SOAC Party Prospector of this Agreement or any nor the Ancillary Document Documents to which it Prospector is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC Party Prospector of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the Prospector’s Governing Documents of a SOAC PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC Party Prospector is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Party Prospector or any of its properties or assets are bound or (iv) result in the creation of any Lien Charge (other than Permitted Charges) upon any of the assets or properties (other than any Permitted Liens) of a SOAC PartyProspector, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC Prospector Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Prospector to timely consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC Party Pathfinder with respect to such SOAC PartyPathfinder’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) the Investment Canada Act Approval (if required); (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) such filings with and approvals of NYSE the Designated Exchange to permit the SOAC Company Post-Closing Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSEthe Designated Exchange or in order to deregister the Pathfinder Class A Shares and Pathfinder Warrants following the First Merger Effective Time, (iii) any filings required under the Cayman Act in connection with the Pre-Closing Reorganization, (iv) such filings and approvals required in connection with the SOAC Continuancefiling of the Merger Filings, (v) the SOAC Pathfinder Sponsor Consent and, following the First Merger Effective Time, the written consent of the Company as the sole shareholder of Pathfinder following the Merger, (vi) the Pathfinder Shareholder Approval or (vivii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC Pathfinder Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by a SOAC Party Pathfinder of this Agreement or any nor the Ancillary Document Documents to which it Pathfinder is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC Party Pathfinder of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the Governing Documents of a SOAC PartyPathfinder, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC Party Pathfinder is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Party Pathfinder or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC PartyPathfinder, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC Pathfinder Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization Consent of, or designation, designation or declaration or filing with, any Governmental Entity is required on the part of a SOAC Party Acquiror with respect to such SOAC PartyAcquiror’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyby the Ancillary Documents, except for (i) the Investment Canada Act Approval (if required); (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or and thereby, (iiiii) such filings with and approvals of NYSE Nasdaq to permit the SOAC Common Newco Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSENasdaq, (iii) filing of the Certificate of Merger, (iv) such filings and approvals required in connection with the SOAC Continuance, Acquiror Shareholder Approvals or (v) the SOAC Shareholder Approval or (vi) any other consents, approvals, authorizationsConsents, designations, or declarations, waivers or filings, the absence of which would not have a SOAC an Acquiror Material Adverse Effect. (b) None of the execution execution, delivery or delivery performance by a SOAC Party Acquiror of this Agreement or any the Ancillary Document Documents to which it Acquiror is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC Party Acquiror of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the Governing Documents of a SOAC PartyAcquiror, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC Party Acquiror is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Party Acquiror or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC PartyAcquiror, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC an Acquiror Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC Pathfinder Party with respect to such SOAC Pathfinder Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the Investment Canada Act Approval (if required); HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) compliance with the listing requirements of the Designated Exchange and such filings with and approvals of NYSE the Designated Exchange to permit the SOAC Common Pathfinder Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSEthe Designated Exchange, (iv) such any filings and approvals required under the Cayman Act in connection with the SOAC ContinuanceDomestication, (v) the SOAC filing of the Certificate of Merger, (vi) the Pathfinder Sponsor Consent, (vii) the approvals and consents to be obtained by Serve Merger Sub pursuant to Section 4.9, (viii) the Pathfinder Shareholder Approval or (viix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC Pathfinder Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by a SOAC Pathfinder Party of this Agreement or any nor the Ancillary Document Documents to which it a Pathfinder Party is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC Pathfinder Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the Governing Documents of a SOAC Pathfinder Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC Pathfinder Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Pathfinder Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC Pathfinder Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC Pathfinder Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC an ARYA Party with respect to such SOAC ARYA Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the Investment Canada Act Approval (if required); HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE Nasdaq to permit the SOAC Common ARYA Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSENasdaq, (iv) such filings and approvals required in connection with the SOAC ContinuanceDomestication, (v) filing of the SOAC Certificate of Merger, (vi) the approvals and consents to be obtained by Xxxxxxx Merger Sub pursuant to Section 5.9, (vii) the ARYA Shareholder Approval or (viviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC an ARYA Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by a SOAC an ARYA Party of this Agreement or any nor the Ancillary Document Documents to which it an ARYA Party is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the Governing Documents of a SOAC an ARYA Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC an ARYA Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC ARYA Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC an ARYA Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SOAC an ARYA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a SOAC any Redwoods Party with respect to such SOAC Redwoods Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the Investment Canada HSR Act Approval or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (if required); acting reasonably) are required and advisable to consummate the transactions contemplated hereby and thereby, (ii) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC SEC, and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE the Listing Exchange to permit the SOAC Redwoods Common Shares Stock to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSEthe Listing Exchange, (iv) such filings and approvals required in connection filing of the Certificate of Merger with the SOAC ContinuanceWyoming Secretary of State in accordance with the applicable provisions of the WBCA, (v) the SOAC Shareholder Approval approvals and consents to be obtained by Merger Sub pursuant to Section 5.9, (vi) the Redwoods Stockholder Approval, or (vivii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a SOAC Redwoods Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by a SOAC any Redwoods Party of this Agreement or any nor the Ancillary Document Documents to which it any Redwoods Party is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or nor the consummation by a SOAC Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any breach of any provision of the Governing Documents of a SOAC any Redwoods Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a SOAC any Redwoods Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such SOAC Redwoods Party or any of its properties or assets are bound bound, or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of a SOAC any Redwoods Party, except except, in the case of any of clauses (iib) through (ivb) above, as would not have a SOAC Redwoods Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of a SOAC Party TopCo or Merger Sub with respect to such SOAC PartyTopCo’s and Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary other Transaction Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyby the Transaction Documents, except for (i) the Investment Canada Act Approval (if required); (ii) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated by hereby or thereby, (iiiii) such filings with and approvals of NYSE the Stock Exchange to permit the SOAC Common TopCo Ordinary Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NYSEthe Stock Exchange, (iii) filing of the Certificate of Merger under the DGCL, (iv) such filings the approvals and approvals required in connection with the SOAC Continuanceconsents to be obtained by Merger Sub pursuant to Section 7.06, or (v) the SOAC Shareholder Approval or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a SOAC Material Adverse Effectwhole. (b) None of Neither the execution execution, delivery or delivery performance by a SOAC Party TopCo and Merger Sub of this Agreement or any Ancillary Document nor the Transaction Documents to which it is or will be a party, the performance by a SOAC Party of its obligations hereunder or thereunder or party nor the consummation by a SOAC Party of the transactions contemplated hereby or and thereby will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in a any breach of any provision of the TopCo or Merger Sub’s Governing Documents of a SOAC PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of of, any Contract to which a SOAC Party TopCo or Merger Sub is a party, (iii) violate, or constitute a breach under, any Governmental Order or applicable Law to which any such SOAC Party TopCo or Merger Sub or any of its their respective properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a SOAC Party), except except, in the case of any of clauses (ii) through (iv) above, as would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a SOAC Material Adverse Effectwhole.