Common use of Pre-Closing Actions Clause in Contracts

Pre-Closing Actions. At least two (2) Business Days prior to the Closing Date, (a) the Company shall deliver to the Purchaser: (i) one or more customary payoff letters (the “Payoff Letters”) in respect of the Indebtedness Payoff Amount, which shall be in form and substance reasonably satisfactory to Purchaser and shall authorize and effect the release of all Encumbrances securing the Specified Funded Indebtedness upon payment of the Indebtedness Payoff Amount in full; and (ii) one or more Payoff Letters or invoices (with wiring instructions set forth therein) in respect of the Transaction Expenses, which shall be in form and substance reasonably satisfactory to the Purchaser; (iii) duly executed written resignations or removals, including termination of any related services agreements (which shall not require any release or waiver, but merely a statement of resignation), in form and substance reasonably satisfactory to the Purchaser, effective as of the Closing, of each of the members of the boards of directors and boards of managers of the Company and Company Subsidiaries, in each case, that have been requested to resign by the Purchaser in writing to the Company at least seven (7) Business Days prior to the Closing Date; (iv) if requested by Purchaser with respect to any directors’ qualifying shares or other Equity Interests of any Company Subsidiary held by any Person other than the Company or a wholly owned Subsidiary of the Company, all necessary documentation to effect the transfer of such Equity Interests to the Person or Person(s) designated by Purchaser or duly executed option agreements to permit such transfer at a later date at the unilateral election of Purchaser, all in form and substance reasonably satisfactory to Purchaser; and (v) evidence that the Specified Affiliate Arrangements shall have been settled or terminated without any further liability or obligation to the Company or any Company Subsidiary. (b) the Seller shall deliver, or cause to be delivered, to the Purchaser a statement (the “Estimated Closing Statement”) setting forth the Seller’s estimate of the Purchase Price (“Estimated Purchase Price”) and which shall reflect its estimate of (i) the aggregate amount of Indebtedness as of the Adjustment Time, (ii) Cash and Cash Equivalents as of the Adjustment Time, (iii) Transaction Expenses as of the Adjustment Time (“Estimated Transaction Expenses”), and (iv) Net Working Capital as of the Adjustment Time, and including reasonably detailed calculations demonstrating each such component of the Estimated Purchase Price. The Estimated Closing Statement shall be prepared in good faith based upon the books and records of the Company and Company Subsidiaries in accordance with the definitions as provided in this Agreement and the Accounting Methodology. The Estimated Closing Statement shall be binding on the parties hereto for purposes of this Section 3.2(b) and for purposes of determining the Estimated Purchase Price in this Section 3.2(b), absent manifest error.

Pre-Closing Actions. At least two (2) No later than five Business Days prior to the Closing Date, (a) , the Company shall deliver to the Purchaser: (i) one or more customary payoff letters (the “Payoff Letters”) in respect of the Indebtedness Payoff Amount, which shall be in form and substance reasonably satisfactory to Purchaser and shall authorize and effect the release of all Encumbrances securing the Specified Funded Indebtedness upon payment of the Indebtedness Payoff Amount in full; and (ii) one or more Payoff Letters or invoices (with wiring instructions set forth therein) in respect of the Transaction Expenses, which shall be in form and substance reasonably satisfactory to the Purchaser; (iii) duly executed written resignations or removals, including termination of any related services agreements (which shall not require any release or waiver, but merely a statement of resignation), in form and substance reasonably satisfactory to the Purchaser, effective as of the Closing, of each of the members of the boards of directors and boards of managers of the Company and Company Subsidiaries, in each case, that have been requested to resign by the Purchaser in writing to the Company at least seven (7) Business Days prior to the Closing Date; (iv) if requested by Purchaser with respect to any directors’ qualifying shares or other Equity Interests of any Company Subsidiary held by any Person other than the Company or a wholly owned Subsidiary of the Company, all necessary documentation to effect the transfer of such Equity Interests to the Person or Person(s) designated by Purchaser or duly executed option agreements to permit such transfer at a later date at the unilateral election of Purchaser, all in form and substance reasonably satisfactory to Purchaser; and (v) evidence that the Specified Affiliate Arrangements shall have been settled or terminated without any further liability or obligation to the Company or any Company Subsidiary. (b) the Seller shall deliver, or cause to be delivered, to the Purchaser a statement (the “Estimated Closing Statement”) setting forth the Seller’s estimate of the Purchase Price (“Estimated Purchase Price”) and which shall reflect its estimate of in reasonable detail (i) the aggregate amount of Indebtedness as of the Adjustment TimeEstimated Closing Net Working Capital Adjustment, (ii) Cash and Cash Equivalents as of the Adjustment TimeEstimated Closing Indebtedness, (iii) Transaction Expenses as of the Adjustment Time (“Estimated Transaction Expenses”)Block 21 Bank Accounts, Paneling and PIP Reserve Amount, (iv) Net Working Capital as of Estimated Closing Cash, (v) Estimated Company Transaction Expenses and (vi) using the Adjustment Timeamounts set forth in the preceding clauses (i)-(v), and including reasonably detailed calculations demonstrating each such component the Company’s good faith estimate of the Estimated Purchase Price, together with reasonably detailed supporting or underlying documentation as may be reasonably requested by Purchaser (subject, if applicable, to providing such assurances, releases, indemnities or other agreements as accountants may customarily require in such circumstances). The Company shall consider in good faith any comments made by Purchaser with respect to the calculations set forth on the Estimated Closing Statement shall be prepared in good faith based upon and, to the books and records extent the Company agrees to any such comments, incorporate the same into the Estimated Closing Statement. The acceptance by Purchaser of the Company and Company Subsidiaries in accordance with the definitions as provided in this Agreement and the Accounting Methodology. The Estimated Closing Statement Statement, shall be binding on not limit or otherwise affect Purchaser’s remedies under this Agreement, including Purchaser’s right to include such changes or other changes in the parties hereto for purposes Closing Statement, or constitute an acknowledgement by Purchaser of this Section 3.2(b) and for purposes the accuracy of determining the Estimated Closing Net Working Capital Adjustment, Estimated Closing Indebtedness, Estimated Block 21 Bank Accounts, Paneling and PIP Reserve Amount, Estimated Closing Cash, Estimated Company Transaction Expenses or the resulting Estimated Purchase Price in this Section 3.2(b), absent manifest errorPrice.

Pre-Closing Actions. At least two (2a) Business Days The Seller shall pay all rent and other amounts due and payable with respect to each of its Leases which are due and payable on or prior to the Closing Date,. (ab) the Company shall deliver to the Purchaser: (i) one or more customary payoff letters (the “Payoff Letters”) in respect of the Indebtedness Payoff Amount, which shall be in form and substance reasonably satisfactory to Purchaser and shall authorize and effect the release of all Encumbrances securing the Specified Funded Indebtedness upon payment of the Indebtedness Payoff Amount in full; and (ii) one or more Payoff Letters or invoices (with wiring instructions set forth therein) in respect of the Transaction Expenses, which shall be in form and substance reasonably satisfactory to the Purchaser; (iii) duly executed written resignations or removals, including termination of any related services agreements (which The Seller shall not require any release or waiver, but merely a statement of resignation), in form and substance reasonably satisfactory to the Purchaser, effective as of the Closing, of each of the members of the boards of directors and boards of managers of the Company and Company Subsidiaries, in each case, that have been requested to resign by the Purchaser in writing to the Company at least seven (7) Business Days prior to the Closing Date;, effect any sale, lease, or any other disposition or distribution of any of its assets or properties, now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise consented to by LTC. (ivc) if requested The Seller shall pay all accounts payable, other current liabilities and capitalized lease obligations that are due and payable on or prior to the Closing Date. (d) Prior to the Target Date, the Seller shall repay all its Indebtedness, including but not limited to, accrued but unpaid interest and promissory notes owed to the Shareholder by Purchaser the Seller; provided, however, that (i) all lease obligations under the operating leases set forth under Item (l) of Schedule 1.1 shall not be repaid but shall be assumed by LTC, (ii) a portion of the Seller's Indebtedness to Key Bank, N.A. (the "Bank") may be assigned to the Subsidiary at or prior to Closing and such portion shall be excluded from the Seller's current liabilities pursuant to the Working Capital calculation in Schedule 2.3, and (iii) the portion of the Seller's Indebtedness to the Bank not so assigned and any other Indebtedness not so repaid may be excluded from the Seller's current liabilities pursuant to the Working Capital calculation in Schedule 2.3 provided that it is repaid from the proceeds of the Purchase Price paid to the Seller pursuant to Section 2.2(b)(i). In addition, prior to the Target Date, the Seller shall pay all accrued but unpaid dividends, all annual or other bonuses, all legal or other professional fees which are not current, all incurred but unpaid income taxes and all trade payables which are not current; provided that certain trade payables which are not current, which are in dispute and as to which the Seller has advised LTC may remain unpaid. As used herein, the term "Indebtedness" with respect to any directors’ qualifying shares person means any obligation of such person for borrowed money, but in any event shall include (a) any obligation or liabilities incurred for all or any part of the purchase price of property or other Equity Interests assets or for the cost of any Company Subsidiary held by any Person property or other assets constructed or of improvements thereto, other than accounts payable included in current liabilities and incurred in respect of property purchased in the Company ordinary course of business, (whether or a wholly owned Subsidiary of not such person has assumed or become liable for the Company, all necessary documentation to effect the transfer payment of such Equity Interests obligation) (whether accrued, absolute, contingent, unliquidated or otherwise, known or unknown, whether due or to the Person or Person(s) designated by Purchaser or duly executed option agreements to permit such transfer at a later date at the unilateral election of Purchaserbecome due), all in form and substance reasonably satisfactory to Purchaser; and (v) evidence that the Specified Affiliate Arrangements shall have been settled or terminated without any further liability or obligation to the Company or any Company Subsidiary. (b) the face amount of all letters of credit issued for the account of such person and all drafts drawn thereunder, (c) obligations incurred for all or any part of the purchase price of property or other assets or for the cost of property or other assets constructed or of improvements thereto, other than accounts payable included in current liabilities and incurred in respect of property purchase in the ordinary course of business (whether or not such person has assumed or become liable for the payment of such obligation) secured by Liens, (d) capitalized lease obligations, and (e) any guarantees of such person, other than any personal guarantee of the Shareholder under the Leases or the operating leases set forth under Item (l) of Schedule 1.1. (e) The Seller shall delivernot amend or otherwise change its Articles of Incorporation, Bylaws or equivalent organizational documents. (f) The Seller shall not issue, sell, pledge, dispose of, encumber, or, authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or cause any options, warrants, convertible securities or other rights of any kind to be deliveredacquire any shares of such capital stock, or any other ownership interest. (g) The Seller shall not declare, set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, to the Purchaser a statement any Stockholder or any other person with respect to any of its capital stock. (the “Estimated Closing Statement”h) setting forth the Seller’s estimate The Seller shall not reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of the Purchase Price (“Estimated Purchase Price”) and which shall reflect its estimate of capital stock. (i) The Seller shall not (i) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of shares or securities, contributions of capital or property transfer, or, except in the aggregate amount ordinary course of Indebtedness as business, consistent with past practice, purchase any property or assets of the Adjustment Timeany other person, (ii) Cash and Cash Equivalents incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of the Adjustment Timeany person, or make any loans or advances, or (iii) Transaction Expenses modify, terminate, or enter into any Contract other than as provided herein or in the ordinary course of business, consistent with past practice. (j) The Seller shall not take any action with respect to accounting policies or procedures other than in the ordinary course of business and in a manner consistent with past practices. (k) Except as provided herein, the Seller shall not pay, discharge or satisfy any existing claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of due and payable liabilities reflected or reserved against in its financial statements, as appropriate, or liabilities incurred after the date thereof in the ordinary course of business and consistent with past practice. (l) The Seller shall not acquire or agree to acquire any capital assets, excluding inventory. (m) Except as provided herein, the Seller shall not enter into any transaction with any Shareholder or affiliate thereof. (n) The Seller shall not agree, in writing or otherwise, to take or authorize any of the Adjustment Time (“Estimated Transaction Expenses”), and (iv) Net Working Capital as of the Adjustment Time, and including reasonably detailed calculations demonstrating each such component of the Estimated Purchase Price. The Estimated Closing Statement shall be prepared foregoing actions or any action which would make any representation or warranty in good faith based upon the books and records of the Company and Company Subsidiaries Article 3 untrue or incorrect in accordance with the definitions as provided in this Agreement and the Accounting Methodology. The Estimated Closing Statement shall be binding on the parties hereto for purposes of this Section 3.2(b) and for purposes of determining the Estimated Purchase Price in this Section 3.2(b), absent manifest errorany respect.

Pre-Closing Actions. At least two (2) Business Days On or prior to the Closing Date,, the Parties shall undertake the following actions, as applicable: (a) 4.4.1 Procure that the Company shall deliver schedules to the PurchaserSTIPL Business Transfer Agreement shall be in Agreed Form (and the agreement of each of Sanmina Corp and the Investor shall not be unreasonably withheld, conditioned or delayed). 4.4.2 The Company and the Sanmina Parties shall take any and all actions that are necessary to effect the STIPL Business Transfer, including: (i) one Sanmina Corp shall or more customary payoff letters shall cause Sanmina Singapore or another of its subsidiaries to incorporate a new company (the “Payoff LettersNew STIPL”) in respect of the Indebtedness Payoff Amount, which shall be in form and substance reasonably satisfactory to Purchaser and shall authorize and effect the release of all Encumbrances securing the Specified Funded Indebtedness upon payment of the Indebtedness Payoff Amount in full; andSTIPL Business Transfer. (ii) one STIPL and New STIPL shall enter into the STIPL Business Transfer Agreement for consideration compliant with applicable Laws and in an amount (which shall include any amounts payable or more Payoff Letters or invoices (with wiring instructions set forth therein) deemed payable by New STIPL to STIPL in respect relation to assignment of the Transaction ExpensesMEPZ Lease Deed) agreed to in writing by the Parties (whose agreement shall not be unreasonably withheld, which conditioned or delayed) and such slump sale shall be in form and substance reasonably satisfactory completed pursuant to the Purchaser;terms of the STIPL Business Transfer Agreement, subject to receipt of all necessary Approvals, with effect from the Closing under this Agreement. (iii) duly executed written resignations or removalsSTIPL shall seek and the Sanmina Parties shall use their commercially reasonable efforts to assist STIPL to obtain all applicable Approvals for the STIPL Business Transfer, including termination of any related services agreements (which shall not require any release or waivera) the MEPZ Unit Approval Committee formed for the SEZs in Tamil Nadu, but merely a statement of resignation), in form Puducherry and substance reasonably satisfactory to Andaman and Nicobar Islands for the Purchaser, effective as transfer of the ClosingSTIPL Undertaking; and (b) the Chairperson, of each MEPZ SEZ Authority/ SEZ Development Commissioner for assignment of the members MEPZ Lease Deed. (iv) In connection with the STIPL Business Transfer, all persons employed by STIPL in the STIPL Undertaking shall transfer their employment from STIPL to New STIPL with continuity of service and on no less favourable terms and conditions. (v) In connection with the STIPL Business Transfer, New STIPL shall remit the proceeds of the boards of directors and boards of managers slump sale to STIPL simultaneously with the consummation of the Company and Company Subsidiaries, in each case, transfer of the STIPL Undertaking. (vi) It is clarified that have neither Party shall be obligated to proceed to Closing under this Agreement unless the STIPL Business Transfer has been requested to resign by the Purchaser in writing to the Company at least seven (7) Business Days consummated prior to the Closing Date; (iv) if requested by Purchaser with respect to any directors’ qualifying shares or other Equity Interests of any Company Subsidiary held by any Person other than the Company or , in a wholly owned Subsidiary of the Company, all necessary documentation to effect the transfer of such Equity Interests to the Person or Person(s) designated by Purchaser or duly executed option agreements to permit such transfer at a later date at the unilateral election of Purchaser, all manner as set out in form Clauses 4.4.1 and substance reasonably satisfactory to Purchaser; and (v) evidence that the Specified Affiliate Arrangements shall have been settled or terminated without any further liability or obligation to the Company or any Company Subsidiary4.4.2. (b) the Seller shall deliver, or cause to be delivered, to the Purchaser a statement (the “Estimated Closing Statement”) setting forth the Seller’s estimate of the Purchase Price (“Estimated Purchase Price”) and which shall reflect its estimate of (i) the aggregate amount of Indebtedness as of the Adjustment Time, (ii) Cash and Cash Equivalents as of the Adjustment Time, (iii) Transaction Expenses as of the Adjustment Time (“Estimated Transaction Expenses”), and (iv) Net Working Capital as of the Adjustment Time, and including reasonably detailed calculations demonstrating each such component of the Estimated Purchase Price. The Estimated Closing Statement shall be prepared in good faith based upon the books and records of the Company and Company Subsidiaries in accordance with the definitions as provided in this Agreement and the Accounting Methodology. The Estimated Closing Statement shall be binding on the parties hereto for purposes of this Section 3.2(b) and for purposes of determining the Estimated Purchase Price in this Section 3.2(b), absent manifest error.

Pre-Closing Actions. At least two (2a) No later than the third (3rd) Business Days Day prior to the Closing Date, (a) , the Company shall deliver to the PurchaserParent: (i) one or more customary (A) the draft payoff letters contemplated by Section 6.19 (the “Payoff Letters”) in respect of the Indebtedness Payoff Amount, which shall be in form Amount and substance reasonably satisfactory to Purchaser and shall authorize and effect (B) the release of all Encumbrances securing the Specified Funded Indebtedness upon payment of the Indebtedness Payoff Amount in fullInvoices contemplated by Section 6.19; and (ii) one or more Payoff Letters or invoices (with wiring instructions set forth therein) in respect of the Transaction Expenses, which shall be in form and substance reasonably satisfactory to the Purchaser; (iii) duly executed written resignations (or removals, including termination other evidence of any related services agreements (which shall not require any release or waiver, but merely a statement of resignationremoval), in form and substance reasonably satisfactory to the Purchaser, effective as of the Closing, of (A) each of the members of the boards of directors and boards of managers of the Company and the Company Subsidiaries and (B) each of the officers of the Company and the Company Subsidiaries (x) that are employees of American Securities LLC or its Affiliates (other than the Company and the Company Subsidiaries, in each case, ) or (y) that have been requested to resign by the Purchaser Xxxxxx in writing to the Company at least seven three (73) Business Days prior to the Closing Date; (iv) if requested by Purchaser with respect to any directors’ qualifying shares or other Equity Interests of any Company Subsidiary held by any Person other than the Company or a wholly owned Subsidiary of the Company, all necessary documentation to effect the transfer of such Equity Interests to the Person or Person(s) designated by Purchaser or duly executed option agreements to permit such transfer at a later date at the unilateral election of Purchaser, all in form and substance reasonably satisfactory to Purchaser; and (v) evidence that the Specified Affiliate Arrangements shall have been settled or terminated without any further liability or obligation to the Company or any Company Subsidiary. (b) the Seller The Stockholders’ Representative shall deliver, or cause to be delivered, to Parent: (i) no later than the Purchaser fifth (5th) Business Day prior to the Closing Date, a statement (the “Estimated Closing Statement”) setting forth the SellerStockholders’ Representative’s good faith estimate of the Purchase Price (“Estimated Purchase Price”) and which shall reflect its estimate of (i) the aggregate amount of Indebtedness as of the Adjustment Time, (ii) Cash and Cash Equivalents as of the Adjustment Time, (iii) the Transaction Tax Benefit Amount, (iv) Net Working Capital as of the Adjustment Time (“Estimated Net Working Capital”) and (v) Transaction Expenses as of the Adjustment Time (“Estimated Transaction Expenses”), and (iv) Net Working Capital as of the Adjustment Time, and including reasonably detailed calculations demonstrating each such component of the Estimated Purchase Price. The Estimated Closing Statement Statement, and the components thereof, shall be prepared in good faith based upon the books and records of the Company and Company Subsidiaries in accordance with the Accounting Methodology and the definitions as provided in this Agreement (it being understood and agreed that, to the extent the Stockholders’ Representative asserts there is a current asset under this Section 3.2(b)(i) that was not reflected in the calculation of the Target Net Working Capital but such current asset was historically recorded in accordance with the Accounting Methodology, the Target Net Working Capital as reflected in the Estimated Closing Statement shall be increased by the amount of such current asset in accordance with the definitions of Net Working Capital, Target Net Working Capital and the Accounting Methodology, but only to the extent such asset is also included in the calculation of Net Working Capital as of the Adjustment Time in the Estimated Closing Statement, and for the avoidance of doubt, the Stockholders’ Representative shall not be permitted to introduce any current assets except to the extent provided by the Accounting Methodology and the terms of this Agreement). The pre-Closing estimate of the Purchase Price as set forth in this Section 3.2(b)(i) is not intended to permit the introduction of different accounting methods, policies, practices, procedures, classifications, conventions, categorizations, definitions, principles, judgments, assumptions, techniques or estimation methods with respect to financial statements (including any of the foregoing as they relate to the nature of accounts, calculation of levels of reserves or levels of accruals) from the Accounting Methodology or the accounts used and included in determining the amount of the Target Net Working Capital. The Estimated Closing Statement shall be binding on the parties hereto for purposes of this Section 3.2(b) and for purposes of determining the Estimated Purchase Price in this Section 3.2(b); and (ii) no later than the third (3rd) Business Day prior to the Closing Date, absent manifest errorthe Distribution Schedule for payments to be made at the Closing to Stockholders and Eligible Option Holders in accordance with Section 2.8.

Pre-Closing Actions. At least The following transactions shall be effected prior to the Closing Date: (a) No later than three (3) Business Days prior to the Closing Date, the Company shall provide to SPAC a written report setting forth a list of all of the Company Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date (the “Company Transaction Expenses Certificate”). (b) As soon as reasonably practicable (but in any event no later than two (2) Business Days) prior to the Closing Date, SPAC shall deliver to the Company written notice setting forth: (i) the aggregate amount of cash proceeds that will be required to satisfy the exercise of the SPAC Share Redemption; (ii) a written report setting forth a list of all of the SPAC Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date (the “SPAC Transaction Expenses Certificate”); and (iii) the aggregate amount of all loans made by the Sponsor or any of its Affiliates to SPAC as of the date of this Agreement and during the period between the date of this Agreement and the Closing to be converted into Holdco Class A Ordinary Shares at Closing Date pursuant to Section 2.5(d) (the “SPAC Financing Certificate”). For the avoidance of doubt, nothing contained herein shall affect SPAC’s ability to be reimbursed (and any invoices to the SPAC to be paid) for any SPAC Transaction Expenses incurred in good faith after the delivery of the SPAC Transaction Expenses Certificate. (c) Promptly following delivery by (i) the Company of the Company Transaction Expenses Certificate pursuant to Section 2.1(a) and (ii) SPAC of the SPAC Transaction Expenses Certificate and the SPAC Financing Certificate pursuant to Section 2.1(b) and, in any event, not less than two (2) Business Days prior to the Closing Date, (a) , the Company shall deliver to the Purchaser: (i) one or more customary payoff letters SPAC a spreadsheet schedule (the “Payoff LettersPayment Spreadsheet”) in respect of the Indebtedness Payoff Amount, which shall be in form and substance reasonably satisfactory to Purchaser and shall authorize and effect the release of all Encumbrances securing the Specified Funded Indebtedness upon payment of the Indebtedness Payoff Amount in full; and (ii) one or more Payoff Letters or invoices (excel format with wiring instructions set forth therein) in respect of the Transaction Expenses, which shall be in form and substance reasonably satisfactory to the Purchaser; (iii) duly executed written resignations or removals, including termination of any related services agreements (which shall not require any release or waiver, but merely a statement of resignation), in form and substance reasonably satisfactory to the Purchaser, effective as of the Closing, of each of the members of the boards of directors and boards of managers of the Company and Company Subsidiaries, in each case, that have been requested to resign by the Purchaser in writing to the Company at least seven (7) Business Days prior to the Closing Date; (iv) if requested by Purchaser with respect to any directors’ qualifying shares or other Equity Interests of any Company Subsidiary held by any Person other than the Company or a wholly owned Subsidiary of the Company, all necessary documentation to effect the transfer of such Equity Interests to the Person or Person(s) designated by Purchaser or duly executed option agreements to permit such transfer at a later date at the unilateral election of Purchaser, all in form and substance reasonably satisfactory to Purchaser; and (v) evidence that the Specified Affiliate Arrangements shall have been settled or terminated without any further liability or obligation to the Company or any Company Subsidiary. (b) the Seller shall deliver, or cause to be delivered, to the Purchaser a statement (the “Estimated Closing Statement”) underlying calculations setting forth the Seller’s estimate portion of the Purchase Price (“Estimated Purchase Price”) payable to each Company Shareholder in accordance with the terms of this Agreement and which shall reflect its estimate of (i) the aggregate amount of Indebtedness Company Governing Documents. As promptly as practicable following the Company’s delivery of the Adjustment Payment Spreadsheet, the parties hereto shall work together in good faith to finalize the Payment Spreadsheet in accordance with this Agreement. The allocation of the Purchase Price to the Company Shareholders pursuant to the Payment Spreadsheet shall, to the fullest extent permitted by applicable Law, be final and binding on all parties and shall be used by parties hereof for purposes of issuing the Purchase Price to the Company Shareholders pursuant to this Article II, absent manifest error. The Payment Spreadsheet shall be prepared solely by the Company, and the Company acknowledges that SPAC and its Affiliates are not responsible for, and shall have no liability with respect to, the Payment Spreadsheet or any allocations, errors or omissions therein. (d) On the Closing Date, immediately prior to the Company Merger Effective Time, the authorized share capital of Holdco shall be re-designated and re-classified as (iiA) Cash and Cash Equivalents as 300,000,000 shares of the Adjustment TimeHoldco Class A ordinary shares of a par value of US$0.0001 each (each, a “Holdco Class A Ordinary Share”), (iiiB) Transaction Expenses as 100,000,000 shares of the Adjustment Time Holdco Class B ordinary shares of a par value of US$0.0001 each (each, a “Estimated Transaction ExpensesHoldco Class B Ordinary Share”), and (ivC) Net Working Capital 100,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as of the Adjustment Time, and including reasonably detailed calculations demonstrating each such component of the Estimated Purchase Price. The Estimated Closing Statement shall be prepared in good faith based upon the books and records of the Company and Company Subsidiaries Holdco Board may determine in accordance with the definitions as provided in this Agreement and Holdco Governing Documents (the Accounting Methodology. The Estimated Closing Statement “Re-designation”), such that the authorized share capital of the Holdco shall be binding on the parties hereto for purposes US$50,000 divided into 500,000,000 shares of this Section 3.2(b) and for purposes a par value of determining the Estimated Purchase Price in this Section 3.2(b), absent manifest errorUS$0.0001 each.

Pre-Closing Actions. At least Sellers agree to cause the Company and Sellers' affiliates to (i) terminate (or transfer to an entity not owned by the Company) all employees of the Company effective on the date which is 30 days following the Closing Date; (ii) terminate all Employee Plans effective on the date which is 30 days following the Closing Date; (iii) obtain an agreement to terminate (or assign to another entity not owned by the Company which assumes all obligations thereunder) the lease described in Schedule 3.12 hereto effective as of the date which is 60 days after the Closing Date; (iv) concurrently with the Closing repay any of the Company's long term debt which is not held by Sellers or their affiliates, and pay those payables of the Company to the creditors listed in Schedule 5.09(A) hereof (the "Closing Payables") as Sellers shall designate to Buyer in writing two (2) Business Days business days prior to the Closing Date, Date (a) such designation to list the amount to be paid to each such creditor), it being agreed by Buyer that it will provide the Company shall deliver to with funds for the Purchaser: (i) one or more customary payoff letters (the “Payoff Letters”) in respect purpose of the Indebtedness Payoff Amount, which shall be in form such loan repayments and substance reasonably satisfactory to Purchaser and shall authorize and effect the release of all Encumbrances securing the Specified Funded Indebtedness upon payment of the Indebtedness Payoff Amount Closing Payables; (v) obtain satisfactions or releases (or assignments to Buyer in full; and (ii) one or more Payoff Letters or invoices (connection with wiring instructions set forth therein) in respect Buyer's purchase of the Transaction Expenses, which shall be in form and substance reasonably satisfactory to the Purchaser; (iiiStockholder Loans) duly executed written resignations or removals, including termination of all Liens on any related services agreements (which shall not require any release or waiver, but merely a statement of resignation), in form and substance reasonably satisfactory to the Purchaser, effective as of the Closing, of each of the members of the boards of directors and boards of managers of the Company and Company Subsidiaries, in each case, that have been requested to resign by the Purchaser in writing to the Company at least seven Company's assets; (7vi) Business Days terminate on or prior to the Closing Date; Date the Company's employment agreement with Xxxx X. Xxxxxxx (iv"Xxxxxxx"); (vii) if requested assign on or prior to the Closing Date to Xxxxxxx (with Xxxxxxx'x assumption of all obligations thereunder) the life insurance policies on his life described in Schedule 3.15 hereto; (viii) assign on or prior to the Closing Date to Xxxxxxx (with Xxxxxxx'x assumption of all obligations thereunder) the Infinity auto lease described in Schedule 3.15 hereto; (ix) terminate on or prior to the Closing Date the Exclusive Supply and Distribution Agreement with LG Chemical America, Inc. ("LG") described in Schedule 3.11 hereto and obtain from LG written confirmation that no liabilities of the Company to LG exist other than those which are properly reflected in the Estimated Balance Sheet and the Closing Balance Sheet; and (x) pay all liabilities and obligations of the Company (including, without limitation, severance, benefit plan termination, lease termination, contract termination and tax obligations) arising from the foregoing actions or cause full accruals reflecting such liabilities and obligations to be included in the Estimated Balance Sheet and the Closing Balance Sheet. Together with the written designation of the Closing Payables, Sellers will deliver to Buyer evidence reasonably satisfactory to Buyer that the creditors receiving payments for Closing Payables have released all other indebtedness or amounts payable by Purchaser the Company to such creditors (other than any payables to such creditors that are fully reflected in the Estimated Balance Sheet and the Closing Balance Sheet) upon receipt of the payment of the amount of the Closing Payables designated by Sellers. Concurrently with respect the Closing, Sellers agree to sell, and Buyer agrees to purchase, all loans payable by the Company to any directors’ qualifying shares of Sellers or affiliates of Sellers (the "Stockholder Loans"), including specifically the loans described in Schedule 5.09(B) hereto, for a cash purchase price equal to the principal amount thereof plus accrued interest thereon through the Closing Date (the "Loan Purchase Price"), and to assign to Buyer all security agreements and other Equity Interests of any Company Subsidiary held by any Person other than collateral for such Stockholder Loans. Sellers agree to (and will cause the Company or a wholly owned Subsidiary to) cooperate with Buyer and assist Buyer in connection with any efforts by Buyer to hire any of the Company, all necessary documentation 's employees; and Sellers agree to effect the transfer cause entities which are affiliated with Sellers not to solicit for employment or hire any of such Equity Interests employees which Buyer specifies in writing at or prior to the Person or Person(s) designated by Purchaser or duly executed option agreements Closing that it desires to permit such transfer at a later date at the unilateral election of Purchaser, all in form and substance reasonably satisfactory to Purchaser; and (v) evidence that the Specified Affiliate Arrangements shall have been settled or terminated without any further liability or obligation to the Company or any Company Subsidiaryemploy. (b) the Seller shall deliver, or cause to be delivered, to the Purchaser a statement (the “Estimated Closing Statement”) setting forth the Seller’s estimate of the Purchase Price (“Estimated Purchase Price”) and which shall reflect its estimate of (i) the aggregate amount of Indebtedness as of the Adjustment Time, (ii) Cash and Cash Equivalents as of the Adjustment Time, (iii) Transaction Expenses as of the Adjustment Time (“Estimated Transaction Expenses”), and (iv) Net Working Capital as of the Adjustment Time, and including reasonably detailed calculations demonstrating each such component of the Estimated Purchase Price. The Estimated Closing Statement shall be prepared in good faith based upon the books and records of the Company and Company Subsidiaries in accordance with the definitions as provided in this Agreement and the Accounting Methodology. The Estimated Closing Statement shall be binding on the parties hereto for purposes of this Section 3.2(b) and for purposes of determining the Estimated Purchase Price in this Section 3.2(b), absent manifest error.