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 to consummate the Closing are subject to the satisfaction of all the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such Parties: (a) There shall not be in force any applicable Law or Order enjoining, prohibiting, making illegal or preventing the consummation of the Closing, whether temporary, preliminary or permanent, which is then in effect or is pending or threatened. (b) 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shall have been issued and no Action seeking such stop order shall have been threatened or initiated by the SEC and not withdrawn. (c) The PubCo Ordinary Shares to be issued in connection with the Closing shall be conditionally approved for listing upon the Closing on Nasdaq, subject only to official notice of issuance thereof. (d) The approval of the SPAC Shareholder Approval Matters shall have been duly obtained in accordance with the Laws of the British Virgin Islands, SPAC’s Organizational Documents and the rules and regulations of Nasdaq (the “Required SPAC Shareholder Approval”). (e) There shall have not been any Material Adverse Effect in the business, customer relationships, operations, financial condition, regulatory environment or prospects of the Company Group.

Condition to the Obligations of the Parties. The obligations of all of the Parties parties hereto to consummate the Closing are subject to the satisfaction of all the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such Partiesparties: (a) There shall not be in force any applicable Law or Order enjoining, prohibiting, making illegal or preventing the consummation of the Closing, whether temporary, preliminary or permanent, which is then in effect or is pending or threatened. (b) 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shall have been issued and no Action seeking such stop order shall have been threatened or initiated by the SEC and not withdrawn. (c) The PubCo Parent Ordinary Shares to be issued in connection with the Closing shall be conditionally approved for listing upon the Closing on Nasdaqthe Nasdaq Capital Market, subject only to official notice of issuance thereof. (d) All applicable waiting periods (and any extension thereof) under the HSR Act shall have expired or been terminated. (e) The approval of the SPAC Parent Shareholder Approval Matters shall have been duly obtained in accordance with the Laws of the British Virgin Islands, SPACParent’s Organizational Documents and the rules and regulations of Nasdaq (the “Required SPAC Parent Shareholder Approval”). (ef) There The Company Shareholder Approval shall have not been any Material Adverse Effect obtained. (g) Parent shall have at least US$5,000,001 of net tangible assets (as determined in the business, customer relationships, operations, financial condition, regulatory environment or prospects accordance with Rule 3a51-1(g)(1) of the Company GroupExchange Act) remaining immediately after the Closing.

Condition to the Obligations of the Parties. The obligations of all of the Parties parties hereto to consummate the Closing Closings are subject to the satisfaction of all the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such Partiesparties: (a) There shall not be in force any applicable Law or Order enjoining, prohibiting, making illegal or preventing the consummation of the ClosingClosings, whether temporary, preliminary or permanent, which is then in effect or is pending or threatened. (b) 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 and no Action seeking such stop order shall have been threatened or initiated by the SEC and not withdrawn. (c) The PubCo Ordinary Shares to be issued in connection with the Closing Closings shall be conditionally approved for listing upon the Closing Closings on Nasdaq, subject only to official notice of issuance thereof. (d) To the extent applicable, all consents, authorizations, approvals, filings, clearances, registrations, exemptions or permits (including the CSRC Filing) required to be obtained from or made with any Authority in order to consummate the Transactions shall have been obtained or made. (e) The approval of the SPAC Shareholder Approval Matters shall have been duly obtained in accordance with the Laws of the British Virgin Cayman Islands, SPAC’s Organizational Documents and the rules and regulations of Nasdaq (the “Required SPAC Shareholder Approval”). (ef) There The Company Shareholder Approval shall have not been any Material Adverse Effect obtained. (g) SPAC shall have at least US$5,000,001 of net tangible assets (as determined in the business, customer relationships, operations, financial condition, regulatory environment or prospects accordance with Rule 3a51-1(g)(1) of the Company GroupExchange Act) remaining immediately after the Closings. (h) PubCo will qualify as a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.