Common use of Condition to the Obligations of the Parties Clause in Contracts

Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the Closing are subject to the satisfaction of all the following conditions: (a) No provisions of any applicable Law, and no Order shall prohibit or prevent the consummation of the Closing. (b) There shall not be any Action brought by a third party that is not an Affiliate of the parties hereto to enjoin or otherwise restrict the consummation of the Closing. (c) The Reincorporation Merger shall have been consummated and the applicable certificates filed in the appropriate jurisdictions. (d) The SEC shall have declared the Registration Statement effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued. (e) The Parent Shareholder Approval Matters that are submitted to the vote of the shareholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been approved by the requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Shareholder Approval”). (f) The Definitive Agreement, the Plan of Merger and the transactions contemplated hereby and thereby, including the Reincorporation Merger and the Acquisition Merger, shall have been authorized and approved by the holders of Company Ordinary Shares constituting the Requisite Company Vote in accordance with the Cayman Companies Act and the Company’s memorandum and articles of association.

Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the Closing are subject to the satisfaction of all the following conditions: (a) No provisions of any applicable Law, and no Order shall prohibit or prevent the consummation of the Closing. (b) There shall not be any Action brought by a third party that is not an Affiliate of the parties hereto to enjoin or otherwise restrict the consummation of the Closing. (c) The Reincorporation Merger shall have been consummated and the applicable certificates filed in the appropriate jurisdictions. (d) The SEC shall have declared the Registration Statement effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issuedissued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn. (e) The Parent Shareholder Approval Matters that are submitted to the vote of the shareholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been approved by the requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Shareholder Approval”). (f) The Definitive This Agreement, the Plan of Merger and the transactions contemplated hereby and thereby, including the Reincorporation Merger and the Acquisition Merger, shall have been authorized and approved by the holders of Company Ordinary Shares constituting the Requisite Company Vote in accordance with the Cayman Companies Act and the Company’s memorandum and articles Organizational Documents. (g) Immediately after the Closing, the Parent shall have in excess of association$5,000,000 in net tangible assets.

Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the Reincorporation Merger, the Acquisition Merger and the Closing are subject to the satisfaction of all the following conditions: (a) No provisions of any applicable Law, and no Order shall prohibit or prevent the consummation of the Closing. (b) There shall not be any Action brought by a third party that is not an Affiliate of the parties hereto to enjoin or otherwise restrict the consummation of the Closing. (c) The Reincorporation Merger shall have been consummated and the applicable certificates filed in the appropriate jurisdictions. (d) The SEC shall have declared the Registration Statement effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued. (ec) The Parent Shareholder Approval Matters that are submitted to the vote of the shareholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been approved by the requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Shareholder Approval”). (fd) The Definitive Agreement, the Plan of Merger This Agreement and the transactions contemplated hereby and thereby, including the Reincorporation Merger and the Acquisition Merger, shall have been authorized and approved by the Company and by the holders of Company Ordinary Shares constituting the Requisite Company Vote in accordance with the Cayman Companies Act Islands Law and the Company’s memorandum and articles of association. (e) Each of Purchaser and Merger Sub shall have been formed and shall have executed a joinder agreement to this Agreement. (f) Any required filings under the HSR Act, and other applicable anti-trust laws, shall have been completed and any applicable waiting period, any extensions thereof, and any commitments by the parties not to close before a certain date under a timing agreement entered into with a Governmental Authority shall have expired or otherwise been terminated.

Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the Reincorporation Merger, the Acquisition Merger and the Closing are subject to the satisfaction of all the following conditions: (a) No provisions of any applicable Law, and no Order shall prohibit or prevent the consummation of the Closing. (b) There shall not be any Action brought by a third party that is not an Affiliate of the parties hereto to enjoin or otherwise restrict the consummation of the Closing. (c) The Reincorporation Merger shall have been consummated and the applicable certificates filed in the appropriate jurisdictions. (d) The SEC shall have declared the Registration Statement effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued. (ec) The Parent Shareholder Approval Matters that are submitted to the vote of the shareholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been approved by the requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Shareholder Approval”). (fd) The Definitive Agreement, the Plan of Merger This Agreement and the transactions contemplated hereby and thereby, including the Reincorporation Merger and the Acquisition Merger, shall have been authorized and approved by the Company and by the holders of Company Ordinary Shares constituting the Requisite Company Vote in accordance with the Cayman Companies Act Islands Law and the Company’s memorandum and articles of association. (e) Any required filings under the HSR Act, and other applicable anti-trust laws, shall have been completed and any applicable waiting period, any extensions thereof, and any commitments by the parties not to close before a certain date under a timing agreement entered into with a Governmental Authority shall have expired or otherwise been terminated.

Condition to the Obligations of the Parties. The obligations of all of the parties hereto to consummate the Closing are subject to the satisfaction of all the following conditions: (a) No provisions of any applicable Law, and no Order shall prohibit or prevent the consummation of the Closing. (b) There shall not be any Action brought by a third party that is not an Affiliate of the parties hereto to enjoin or otherwise restrict the consummation of the Closing. (c) The Reincorporation Merger shall have been consummated consummated, a certificate of merger in respect of the same will have been issued by the BVI Registrar of Corporate Affairs and the applicable certificates and documents filed and registered in the appropriate jurisdictions. (dc) The SEC shall have declared the Registration Statement effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued. (d) The Escrow Agreement shall have been entered into and shall be in full force and effect. (e) The Parent Shareholder Approval Matters that are submitted to the vote of the shareholders of Parent at the Parent Special Meeting in accordance with the Proxy Statement and Parent’s Organizational Documents shall have been approved by the requisite vote of the shareholders of Parent at the Parent Special Meeting in accordance with Parent’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Parent Shareholder Approval”). (f) The Definitive Agreement, the Plan of Merger This Agreement and the transactions contemplated hereby and thereby, including the Reincorporation Merger and the Acquisition Merger, shall have been authorized and approved by the Company and by the holders of Company Ordinary Shares constituting the Requisite Company Vote in accordance with the Cayman Companies Act BVI Law and the Company’s memorandum and articles of association. (g) Each of Purchaser and Merger Sub shall have been formed and shall have executed a joinder agreement to this Agreement.