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

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (c) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Company Stockholder Written Consent shall have been obtained; (e) the Required HighCape Stockholder Approval shall have been obtained; and (f) after giving effect to the transactions contemplated hereby (including the PIPE Financing), HighCape shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time.

Conditions to the Obligations of the Parties. The Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan and Charter One Bank on the Parties one hand, and RCSB and Target Bank on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57 (a) No preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger; (b) The parties shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated by in this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable and all required waiting period under the HSR Act relating to the transactions contemplated by this Agreement periods shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effectexpired; (c) The respective holders of a majority of the Registration Statement / Proxy Statement outstanding COFI Common Stock and RCSB Common Stock shall have become effective in accordance with approved this Agreement and the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pendingCompany Merger; (d) the Company Stockholder Written Consent The Registration Statement shall have been obtaineddeclared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC; (e) the Required HighCape Stockholder Approval Each party shall have been obtainedreceived the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and (f) after giving effect The COFI Common Stock to the transactions contemplated hereby (including the PIPE Financing), HighCape be issued to holders of RCSB Common Stock shall have at least $5,000,001 been approved for listing on the Nasdaq National Market subject to official notice of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Timeissuance.

Conditions to the Obligations of the Parties. The Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan and Charter One Bank on the Parties one hand, and ▇▇▇▇▇▇▇▇▇▇ and Home Bank on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which COFI or ▇▇▇▇▇▇▇▇▇▇ may chose to waive): (a) no preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger; (b) the parties shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated by in this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable and all required waiting period under the HSR Act relating to the transactions contemplated by this Agreement periods shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effectexpired; (c) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC and shall remain and, if the offering for sale of the COFI Common Stock in effect with respect the Company Merger pursuant to this Agreement is subject to the securities laws of any state, the Registration Statement / Proxy Statement, and no Proceeding seeking such shall not be subject to a stop order shall have been threatened or initiated by the SEC and remain pendingof any state securities authority; (d) the Company Stockholder Written Consent each party shall have been obtained;received the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and (e) the Required HighCape Stockholder Approval COFI Common Stock to be issued to holders of ▇▇▇▇▇▇▇▇▇▇ Common Stock shall have been obtained; and (f) after giving effect approved for listing on the Nasdaq National Market subject to the transactions contemplated hereby (including the PIPE Financing), HighCape shall have at least $5,000,001 official notice of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Timeissuance.

Conditions to the Obligations of the Parties. The Notwithstanding any other provision of this Agreement, the obligations of Bay View on the Parties one hand, and FMAC on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which Bay View or FMAC may choose to waive): (a) this Agreement, including the Merger, shall have received the requisite approval of the stockholders of Bay View in accordance with the applicable provisions of the Bylaws of Bay View and the DGCL and the requisite approval of the stockholders of FMAC in accordance with the applicable provisions of the Bylaws of FMAC and the DGCL. (b) no preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; (c) the parties shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated by in this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable and all required waiting period under the HSR Act relating to the transactions contemplated by this Agreement periods shall have expired or been terminated; expired; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (cd) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC and shall remain and, if the offering for sale of the Bay View Common Stock in effect with respect the Merger pursuant to this Agreement is subject to the securities laws of any state, the Registration Statement / Proxy Statement, and no Proceeding seeking such shall not be subject to a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Company Stockholder Written Consent shall have been obtained; (e) the Required HighCape Stockholder Approval shall have been obtainedof any state securities authority; and (f) after giving effect to the transactions contemplated hereby (including the PIPE Financing), HighCape shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time.40

Conditions to the Obligations of the Parties. The Notwithstanding any other provision of this Agreement, the obligations of Parent Bank and Parent on the Parties one hand, and Company and Company Bank on the other hand, to consummate the transactions contemplated by this Agreement Bank Merger and the Company Entities Merger are subject to the satisfaction orfollowing conditions precedent (except as to those which Parent Bank or Company, if permitted by applicable Lawas the case may be, waiver by the Party for whose benefit such condition exists of the following conditions:may choose to waive in writing): (a) the applicable waiting period under the HSR Act relating to the transactions contemplated no preliminary or permanent injunction or other order by this Agreement any federal or state court shall have expired been issued and shall remain in effect and no change in statute, rule, regulation or been terminatedorder preventing the consummation of the Bank Merger and the Company Entities Merger shall have occurred and shall remain in effect; (b) no Order the parties shall have received all applicable permits, regulatory approvals and consents (including without limitation, if appropriate, approval or Law issued waiver by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of DFI, the transactions contemplated by this Agreement OCC, the FDIC, the FRB and the FSA) to consummate the Company Entities Merger and Bank Merger, and all required waiting periods shall be in effecthave expired; (c) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pendingSEC; (d) the Parent Common Stock to be issued to holders of Company Stockholder Written Consent Common Stock shall have been obtained;approved for listing on the NYSE subject to official notice of issuance; and (e) the Required HighCape Stockholder Approval this Agreement shall have been obtained; and (f) after giving effect to duly adopted by holders of Company Common Stock constituting the transactions contemplated hereby (including the PIPE Financing), HighCape shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective TimeRequired Vote.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (c) the Registration Statement / Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Statement/Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Company Stockholder Shareholder Written Consent shall have been obtained; (e) the Required HighCape Stockholder TortoiseCorp III Shareholder Approval shall have been obtained; (f) the Private Placement Warrants Termination Agreement shall have been obtained; and (fg) prior to the Closing, Pubco shall have amended and restated its certificate of incorporation in substantially the form of the Amended Pubco Certificate of Incorporation; (h) after giving effect to the transactions contemplated hereby (including the PIPE Financing)hereby, HighCape TortoiseCorp III shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time.

Conditions to the Obligations of the Parties. The Notwithstanding any other provision of this Agreement, the obligations of Parent Bank and Parent on the Parties one hand, and Company and Company Bank on the other hand, to consummate the Bank Merger and the Company Entities Merger are subject to the following conditions precedent (except as to those which Parent Bank or Company, as the case may be, may choose to waive in writing): (a) no preliminary or permanent injunction or other order by any federal or state court shall have been issued and shall remain in effect and no change in statute, rule, regulation or order preventing the consummation of the Bank Merger, the Subsidiary Merger, the Company Entities Merger or the Op Sub Merger shall have occurred and shall remain in effect; (b) the parties shall have received all applicable regulatory approvals and consents (including without limitation, if appropriate, approval or waiver by the OTS, the OCC, the FDIC and the FSA) to consummate the transactions contemplated by this Agreement are subject to the satisfaction orAgreement, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable and all required waiting period under the HSR Act relating to the transactions contemplated by this Agreement periods shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effectexpired; (c) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pendingSEC; (d) the Parent Common Stock to be issued to holders of Company Stockholder Written Consent Common Stock shall have been obtained;approved for listing on the NYSE subject to official notice of issuance; and (e) the Required HighCape Stockholder Approval this Agreement shall have been obtained; and (f) after giving effect to duly adopted by holders of Company Common Stock constituting the transactions contemplated hereby (including the PIPE Financing), HighCape shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective TimeRequisite Vote.

Conditions to the Obligations of the Parties. The obligations of the Parties Buyer and the Seller to consummate the transactions contemplated by this Agreement Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by following conditions occurring on or prior to the Party for whose benefit such condition exists of the following conditions: Closing Date: (a) consummation of the applicable waiting period under EE Inc. IPO and receipt by Buyer from EE Inc. of (i) cash sufficient to pay the HSR Act relating Cash Consideration and (ii) Class A Shares sufficient to transfer the transactions contemplated by this Agreement shall have expired or been terminated; Stock Consideration; (b) execution of the Tax Receivable Agreement among EE, Inc., Buyer, Seller and Excelerate Energy Holdings, LLC; (c) all Cash has been distributed from each Acquired Company to Seller; (d) all Indebtedness for each Acquired Company has been repaid in full; (e) no Order or provision of any applicable Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing will be in effect prohibiting the consummation of the transactions contemplated by this Agreement Closing, and no Governmental Authority of competent jurisdiction will have enacted, issued, promulgated, or entered any order that is in effect and restrains, enjoins, or otherwise prohibits the consummation of the Transactions; (f) the representations and warranties set forth in Section 3.01 and Section 3.02 shall be true and correct in effect; all respects as of the Effective Date and as of the Closing Date (cother than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct in all respects only as of such time); (g) the Registration Statement / Proxy Statement Parties shall have become effective performed in accordance with the provisions all material respects all of the Securities Actcovenants and agreements required to be performed by such Party hereunder prior to the Closing; (h) Seller shall have delivered to Buyer a certificate signed by a duly authorized officer of Seller stating that the conditions specified in Sections 5.01(b)-(d) and, no stop order with respect to Seller, Sections (e)-(g) shall have been issued satisfied as of the Closing; and (i) Buyer shall have delivered to Seller a certificate signed by a duly authorized officer of Buyer stating that the SEC and shall remain conditions specified in effect Section 5.01(a) and, with respect to the Registration Statement / Proxy StatementBuyer, Sections 5.01(b), and no Proceeding seeking such a stop order (e) - (g) shall have been threatened or initiated by the SEC and remain pending; (d) the Company Stockholder Written Consent shall have been obtained; (e) the Required HighCape Stockholder Approval shall have been obtained; and (f) after giving effect to the transactions contemplated hereby (including the PIPE Financing), HighCape shall have at least $5,000,001 of net tangible assets (satisfied as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective TimeClosing.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists Company and SPAC of the following conditions: (a) the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement Company Arrangement Resolution shall have expired or been terminatedapproved by the Company Required Approval at the Company Shareholders Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall have been obtained on terms consistent with this Agreement and shall not have been set aside or modified in a manner unacceptable to either SPAC or the Company, each acting reasonably, on appeal or otherwise; (c) the Investment Canada Act Approval shall have been obtained; (d) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement Transactions shall be in effect; (ce) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened threated or initiated by the SEC and remain pending; (df) the Company Stockholder Written Consent shall have been obtained; (e) the Required HighCape SPAC Stockholder Approval shall have been obtained; and (fg) after giving effect to the transactions contemplated hereby Transactions (including the PIPE Financing), HighCape SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by on or prior to the Party for whose benefit such condition exists Closing Date of the following conditions, any one or more of which may be waived in writing by each of Buyer and Seller Parent: (a) the applicable all waiting period periods (and all extensions thereof) under the HSR Act and the antitrust, competition or foreign investment laws listed in Schedule 5.03 relating to the transactions contemplated by this Agreement hereby shall have expired or been terminated, and all required approvals by any Regulatory Authority under such antitrust, competition or foreign investment laws shall have been obtained; (b) no there shall not be in force or effect any Action or Governmental Order or Law issued by of any court of competent jurisdiction jurisdiction, or other Governmental Entity any Law, enjoining, prohibiting or other legal restraint or prohibition preventing making unlawful the consummation of the transactions contemplated by this Agreement (each, a “Closing Legal Impediment”); provided, however, that Buyer shall be have taken all actions required by Section 5.03 to prevent the occurrence or entry of any such Closing Legal Impediment to which Section 5.03 relates and to remove or appeal as promptly as possible any such Closing Legal Impediment; provided, further, that, for the avoidance of doubt, an Antitrust Communication shall not constitute a Closing Legal Impediment and the receipt by a Party of an Antitrust Communication shall not constitute a failure of the condition set forth in effect;this Section 8.01(b); and (c) the Registration Statement / Proxy Statement PSI Sale Restructuring shall have become effective been completed in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Company Stockholder Written Consent shall have been obtained; (e) the Required HighCape Stockholder Approval shall have been obtained; and (f) after giving effect to the transactions contemplated hereby (including the PIPE Financing), HighCape shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective TimeSection 2.01.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (c) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Company Stockholder Written Consent shall have been obtained; (e) the Required HighCape Longview Stockholder Approval shall have been obtained; and (f) after giving effect to the transactions contemplated hereby (including the PIPE Financing), HighCape Longview shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time.

Conditions to the Obligations of the Parties. The Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan and Charter One Bank on the Parties one hand, and Have▇▇▇▇▇▇ ▇▇▇ Home Bank on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which COFI or Have▇▇▇▇▇▇ ▇▇▇ chose to waive): (a) no preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger; (b) the parties shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated by in this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable and all required waiting period under the HSR Act relating to the transactions contemplated by this Agreement periods shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effectexpired; (c) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC and shall remain and, if the offering for sale of the COFI Common Stock in effect with respect the Company Merger pursuant to this Agreement is subject to the securities laws of any state, the Registration Statement / Proxy Statement, and no Proceeding seeking such shall not be subject to a stop order shall have been threatened or initiated by the SEC and remain pendingof any state securities authority; (d) the Company Stockholder Written Consent each party shall have been obtained;received the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and (e) the Required HighCape Stockholder Approval COFI Common Stock to be issued to holders of Have▇▇▇▇▇▇ ▇▇▇mon Stock shall have been obtained; and (f) after giving effect approved for listing on the Nasdaq National Market subject to the transactions contemplated hereby (including the PIPE Financing), HighCape shall have at least $5,000,001 official notice of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Timeissuance.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists exists) of the following conditions: (a) to the extent necessary, any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (c) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Company Stockholder Written Consent shall have been obtainedreceipt of any required regulatory approvals and necessary third party approvals; (e) this Agreement, the Required HighCape Stockholder Approval Merger, and the other Contemplated Transactions shall have been obtainedduly adopted and approved by the Company Stockholder Approval, and the KBL Stockholder Proposals shall have been duly approved by the KBL Stockholder Approval; and (f) after giving effect to the transactions contemplated hereby (including the KBL Stockholder Redemption and any PIPE Financing)Investment, HighCape KBL shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Timeremaining.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement Transactions are subject to the satisfaction or, if permitted by applicable Law, written waiver by all of the Party for whose benefit such condition exists Parties, of the following conditions: (ai) the each applicable waiting period (and any extension thereof) under the HSR Act relating to the transactions contemplated by this Agreement or any applicable Antitrust Law shall have expired or been terminatedterminated and (ii) any approval or Consent under any applicable Antitrust Law shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable; (b) no Order Order, Law or Law other legal restraint or prohibition issued by any court of competent jurisdiction or other Governmental Entity of competent jurisdiction enjoining or other legal restraint or prohibition preventing prohibiting the consummation of the transactions contemplated by this Agreement Domestication or the Merger shall be in effect; (c) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Company Stockholder Written Consent Required Shareholder Approval shall have been obtained; (e) the Required HighCape Stockholder Approval SPAC Shareholder Approvals shall have been obtained; and (f) after giving effect the Domestication shall have been consummated at least one Business Day prior to the transactions contemplated hereby (including the PIPE Financing), HighCape shall have at least $5,000,001 of net tangible assets (as determined Closing Date in accordance with Rule 3a51Section 2.1(a) and a time-1(g)(1) stamped copy of the Exchange Act) immediately after certificate issued by the Effective TimeSecretary of State of the State of Delaware in relation thereto shall have been delivered to SPAC.