Common use of Conditions to Obligations of SPAC Clause in Contracts

Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC: (a) (i) the Company Fundamental Representations shall be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in the second sentence of Section 5.24 shall be true and correct as of the Closing Date in all respects, and (iii) each of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence of Section 5.24 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to be material to the Group, taken as a whole; (b) each of the covenants of the Company Parties to be performed as of or prior to the Closing shall have been performed in all material respects; (c) the Company Acquisition Percentage shall be at least 90%; (d) the FST Restructuring shall have been consummated; (e) there shall not have occurred a Company Material Adverse Effect after the date of this Agreement; (f) the Company shall have delivered or caused to be delivered an opinion issued by its Taiwan counsel to SPAC to the effect that no pending approval is required by any Taiwan Governmental Authorities for the Merger and the FST Restructuring, issuance of the equity securities in connection with the Merger and the FST Restructuring, and CayCo’s listing on the applicable Stock Exchange, including but not limited to the Taiwan DIR Approval; (g) the Taiwan DIR Approval has been obtained and is effective; (h) all Third Party Consents shall have been obtained, if any; and (i) the CayCo Cap Table and Closing Calculation have been prepared in accordance with this Agreement and accurately reflected the equity shareholding of SPAC Shareholders and the Company Shareholders as at the Closing.

Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions at the Closing are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC: (a) (i) each of the representations and warranties of the Company Fundamental Representations and of each Acquisition Entity contained in this Agreement shall be true and correct in all material respects, in each case as of the date hereof and as of the Closing DateDate as though then made, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in the second sentence of Section 5.24 shall be true and correct as of the Closing Date in all respects, and (iii) each of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence of Section 5.24 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for, in each case, inaccuracies or omissions that would not(without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or another similar materiality qualification set forth therein), individually or in the aggregate, have not had, and would not reasonably be expected to be material to the Grouphave, taken as a whole;Material Adverse Effect; (b) each of the covenants of the Company Parties and of each Acquisition Entity to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects;respects; (c) the Company Acquisition Percentage GCL Companies shall be at least 90%have provided evidence reasonably satisfactory to SPAC of the completion of the Restructuring; (d) the FST Restructuring each Acquisition Entity shall have been consummatedexecuted and delivered to SPAC a Joinder; (e) there shall has not have occurred been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect after the date of this Agreement;Effect; and (f) all approvals, waivers or consents from any third parties set forth and described on Section 9.2 of the Company shall have delivered or caused to be delivered an opinion issued by its Taiwan counsel to SPAC to the effect that no pending approval is required by any Taiwan Governmental Authorities for the Merger and the FST Restructuring, issuance of the equity securities in connection with the Merger and the FST Restructuring, and CayCo’s listing on the applicable Stock Exchange, including but not limited to the Taiwan DIR Approval; (g) the Taiwan DIR Approval has been obtained and is effective; (h) all Third Party Consents Disclosure Schedules shall have been obtained, if any; and (i) the CayCo Cap Table and Closing Calculation have been prepared in accordance with this Agreement and accurately reflected the equity shareholding of SPAC Shareholders and the Company Shareholders as at the Closing.

Conditions to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, effect the Transactions Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following additional conditions, any one or more of which may be waived in writing by SPAC: (a) (i) the Company The Fundamental Representations shall be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (iiother than Section 3.5(a)) the representation and warranty of the Company contained in the second sentence of Section 5.24 shall be true and correct as of the Closing Date in all respects, and (iii) each of the representations and warranties of the Company contained set forth in this Agreement other than the Company Fundamental Representations and the second sentence of Section 5.24 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct in all material respects as of the date hereof and as of the Closing Date, except with respect to such representations and warranties which speak the Fundamental Representations (other than Section 3.5(a)) made as to of an earlier datedate or time, which representations need be true and warranties correct only as of such earlier date or time. Section 3.5(a) shall be true and correct in all material respects at as of the date hereof and as of such datethe Closing Date, except for(i) for the portions of Section 3.5(a) made as of an earlier date or time, which need be true and correct only as of such earlier date or time and (ii) for breaches of Section 3.5(a) that, in each casethe aggregate, inaccuracies would not result in a misrepresentation as to securities of the Company valued at less than $100,000. The representations of the Company set forth in this Agreement other than the Fundamental Representations shall be true and correct as of the date hereof and as the Closing Date except (i) for representations and warranties that speak as of a specific date or omissions time, which need be true and correct only as of such date or time and (ii) for breaches of the representations and warranties of the Company set forth in ARTICLE III (other than the Fundamental Representations) that, in the aggregate, would not have a Material Adverse Effect; (b) The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; (c) There shall not be any event that is continuing that would notindividually, individually or in the aggregate, reasonably be expected to be material to the Group, taken as have a whole; (b) each of the covenants of the Company Parties to be performed as of or prior to the Closing shall have been performed in all material respects; (c) the Company Acquisition Percentage shall be at least 90%Material Adverse Effect; (d) SPAC shall have received a certificate, signed by the FST Restructuring chief executive officer or chief financial officer of the Company, certifying as to the matters set forth Section 8.2(a), Section 8.2(b) and ‎Section 8.2(c); (e) The Reorganization shall have been consummated; (e) there shall not have occurred a Company Material Adverse Effect after the date of this Agreement; (f) the Company PIPE Financing shall have delivered or caused to be delivered an opinion issued by its Taiwan counsel to SPAC to the effect that no pending approval is required by any Taiwan Governmental Authorities for the Merger and the FST Restructuring, issuance of the equity securities in connection with the Merger and the FST Restructuring, and CayCo’s listing on the applicable Stock Exchange, including but not limited to the Taiwan DIR Approvalbeen consummated; (g) the Taiwan DIR Approval has been obtained The Company shall have executed and delivered to SPAC a copy of each Transaction Document to which it is effectivea party; (h) all Third Party Consents Each Company Lock-Up Shareholder shall have executed and delivered to SPAC the Company Lock-up Agreement in accordance with Section 5.5; (i) SPAC shall have received a certificate, signed by an officer of Pubco, certifying that true, complete and correct copies of the Organizational Documents of Pubco, the Company and Company Merger Sub, as in effect on the Closing Date, are attached to such certificate; (j) SPAC shall have received a certificate, signed by an officer of Pubco, certifying that true, complete and correct copies of the resolutions of the directors of Pubco, the Company and Company Merger Sub authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such entity is a party and performance by each of Pubco, Company and Company Merger Sub, as applicable, of the Transactions, including the Merger, having been obtainedduly and validly adopted and being in full force and effect as of the Closing Date, if anyare attached to such certificate; and (ik) Each of Pubco and Company Merger Sub shall have delivered to SPAC a certificate of good standing from their respective applicable jurisdictions of incorporation. If the CayCo Cap Table Closing occurs, all Closing conditions set forth in Section 8.1 and Section 8.2 that have not been fully satisfied as of the Closing Calculation will be deemed to have been prepared in accordance with this Agreement and accurately reflected the equity shareholding of SPAC Shareholders and the Company Shareholders as at the Closingwaived by SPAC.