Common use of Conditions to the Transaction Clause in Contracts

Conditions to the Transaction. Section 8.1 Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) The Stockholder Written Consent, constituting the Requisite Company Stockholder Approval, shall have been delivered to Parent, and shall remain in full force and effect. (b) At the Parent Special Meeting, the Domestication Approval shall have been obtained. (c) At the Parent Special Meeting (including any adjournments thereof permitted by Section 7.5(a)), the Requisite Parent Stockholder Approval shall have been obtained. (d) Parent shall have at least $5,000,001 of net tangible assets following the exercise by the holders of Parent Class A Ordinary Shares issued in Parent’s initial public offering of securities and outstanding immediately before the Closing of their right to convert their Parent Class A Ordinary Shares held by them into a pro rata share of the Trust Account in accordance with Parent’s Charter Documents. (e) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (f) No provision of any applicable Law prohibiting, enjoining or making illegal the consummation of the Transactions shall be in effect and no temporary, preliminary or permanent Order enjoining or making illegal the consummation of the Transactions will be in effect or will be threatened in writing by a Governmental Entity. (g) The shares of Second Surviving Corporation Common Stock to be issued in connection with the Closing shall have been approved for listing on the Nasdaq, subject only to the requirement to have a sufficient number of round lot holders and official notice of issuance. (h) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC. Section 8.2 Additional Conditions to Obligations of the Company and Merger Sub. The obligations of the Company to consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company: (a) The Fundamental Representations of Parent shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contain herein) on the Closing Date as if remade on such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and all other representations and warranties of Parent set forth in Article V hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained herein) on the Closing Date as if remade on such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of Parent to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Parent shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, in each case in all material respects. (c) Parent shall have delivered to the Company a certificate, signed by an executive officer of Parent and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a) and Section 8.2(b). (d) The Domestication shall have been completed as provided in Section 7.26 and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (e) The Available Parent Cash shall be no less than the Minimum Available Parent Cash Amount. Section 8.3 Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by Parent: (a) The Fundamental Representations of the Company shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contain herein) on the Closing Date as if remade on such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and all other representations and warranties of the Company set forth in Article IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) on the Closing Date as if remade on that date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of the Company to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date, in each case in all material respects. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) The Company shall have delivered to Parent a certificate, signed by an executive officer of the Company and dated as of the Closing Date, certifying as to the matters set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c). (e) The Charter Amendment shall have been completed and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to Parent.

Conditions to the Transaction. Section 8.1 Conditions to the Obligations of Each Party’s ObligationsParty to Consummate the Transaction. The respective obligations of each Party the parties hereto to this Agreement consummate the Transaction, or to effect permit the Merger and consummation of the other Transactions shall be Transaction, are subject to the satisfaction at or prior to the Closing or, if permitted by applicable law, waiver of the following conditions: (a) The Stockholder Written Consent, constituting the Requisite Company Stockholder Approval, no court of competent jurisdiction shall have been delivered to Parentissued or entered any order, writ, injunction or decree, and no other governmental entity shall remain have issued any order, which is then in full force effect and effect.has the effect of making the Transaction illegal or otherwise prohibiting its consummation; (b) At all consents, approvals and authorizations legally required to be obtained to consummate the Parent Special Meeting, Transaction (including the Domestication Approval obtaining of permits to offer securities under all applicable Blue Sky laws and all necessary tax clearance approvals from tax authorities having jurisdiction over the business of Biosource or Large Scale) shall have been obtained. (c) At obtained from all governmental entities, except where the Parent Special Meeting failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the 29 of 39. 34 business of Large Scale or Biosource that is materially adverse to the business, assets (including any adjournments thereof permitted by Section 7.5(a)intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Biosource and its subsidiaries, taken as a whole; and 8.2 Conditions to the Requisite Parent Stockholder Approval shall have been obtained. (d) Parent shall have at least $5,000,001 Obligations of net tangible assets following Large Scale, the exercise by Management Group and the holders Securityholder. The obligations of Parent Class A Ordinary Shares issued in Parent’s initial public offering of securities Large Scale, the Management Group and outstanding immediately before the Closing of their right Securityholder to convert their Parent Class A Ordinary Shares held by them into a pro rata share of consummate the Trust Account in accordance with Parent’s Charter Documents. (e) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired Transaction, or otherwise been terminated. (f) No provision of any applicable Law prohibiting, enjoining or making illegal to permit the consummation of the Transactions shall be in effect and no temporaryTransaction, preliminary or permanent Order enjoining or making illegal the consummation of the Transactions will be in effect or will be threatened in writing by a Governmental Entity. (g) The shares of Second Surviving Corporation Common Stock to be issued in connection with the Closing shall have been approved for listing on the Nasdaq, subject only to the requirement to have a sufficient number of round lot holders and official notice of issuance. (h) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC. Section 8.2 Additional Conditions to Obligations of the Company and Merger Sub. The obligations of the Company to consummate and effect the Merger and the other Transactions shall be are subject to the satisfaction at or prior to the Closing of each or, if permitted by applicable law, waiver of the following further conditions, any of which may be waived, in writing, exclusively by the Company: (a) The Fundamental Representations each of Parent the representations and warranties of Biosource contained in this Agreement that is qualified by materiality shall be true true, accurate, and complete on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true, complete and correct in all material respects (without giving effect to any limitation on and as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contain herein) on of the Closing Date Effective Time as if remade on such date (except to the extent that any such representation made at and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and all the Effective Time (other than representations and warranties which address matters only as of Parent set forth in Article V hereof a certain date which shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained herein) on the Closing Date as if remade on such date (except to the extent that any such representation and warranty expressly speaks as of an earlier datetrue, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of Parent to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Parent shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, in each case in all material respects. (c) Parent shall have delivered to the Company a certificate, signed by an executive officer of Parent and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a) and Section 8.2(b). (d) The Domestication shall have been completed as provided in Section 7.26 and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (e) The Available Parent Cash shall be no less than the Minimum Available Parent Cash Amount. Section 8.3 Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by Parent: (a) The Fundamental Representations of the Company shall be true complete and correct in all material respects (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contain herein) on the Closing Date as if remade on such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and all other representations and warranties of the Company set forth in Article IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) on the Closing Date as if remade on that date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier certain date), in each case except where the failure of such representations as contemplated or permitted by this Agreement, and warranties Large Scale shall have received a certificate of the Company Chairman or President of Biosource to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.such effect; and (b) The Company Biosource shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it at on or prior to the Closing Date, in each case in all material respects. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) The Company Effective Time and Large Scale shall have delivered to Parent received a certificate, signed by an executive officer certificate of the Company and dated as Chairman or President of the Closing Date, certifying as Biosource to the matters set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c)that effect. (e) The Charter Amendment shall have been completed and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to Parent.