Common use of Closing Order Clause in Contracts

Closing Order. At the Closing, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement: (i) SPAC shall make or cause to be paid any payments required to be made by SPAC in connection with the exercise of the Redemption Rights; (ii) SPAC, as the sole shareholder of Irish Holdco, shall adopt resolutions, in a form reasonably acceptable to the Parties, regarding the amendments to the articles of association of Irish Holdco in the form of Exhibit H, including the capital increase for the issuance of new shares in Irish Holdco to ADSH as ADSH Share Consideration and to Bosch as Bosch Share Consideration and such other corporate governance matters of Irish Holdco as the Parties may mutually agree (including authorizations to the Irish Holdco Board to issue or grant rights to subscribe for Irish Holdco Ordinary Shares and to exclude pre-emptive rights relating thereto for the five (5)-year period after the SPAC Merger); (iii) the Plan of Merger and all other ancillary documents required in connection with the SPAC Merger, shall be prepared and executed in accordance with the relevant provisions of the Cayman Islands Companies Act and filed with the Registrar of Companies of the Cayman Islands; (iv) Bosch shall transfer to Irish Holdco, and Irish Holdco shall accept from Bosch the Acquired Shares by means of signing the Cash Consideration Transfer Agreement in front of the Notary Public, a certified copy and scanned copy of which shall be delivered to each of Irish Holdco and Bosch, in exchange for the Cash Consideration; (v) Sellers shall transfer to Irish Holdco, and Irish Holdco shall accept from Sellers the Contributed Shares by means of signing the Share Consideration and Loan Transfer Agreement in front of the Notary Public, a certified copy and scanned copy of which shall be delivered to each of Irish Holdco and Sellers and Irish Holdco shall deliver to Bosch the Bosch Share Consideration and to ADSH the ADSH Share Consideration; and (vi) Each Seller shall, and shall procure that its Affiliates (as the case may be) shall, transfer to Irish Holdco, and Irish Holdco shall accept from each Seller (and its Affiliates) the Purchased Loans and any other loans constituting Additional Financing in exchange for the Purchased Loan Consideration and the Additional Financing Consideration, respectively, to which such Seller (or its Affiliates) is entitled hereunder.

Closing Order. At the Closing, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement: (i) SPAC shall make pay or cause to be paid any payments required the SPAC Shareholder Redemption Rights and shall deduct from its Trust Account an amount equal to a reasonable estimate of the amounts to be made by paid for any Dissenting SPAC in connection with the exercise of the Redemption Rights;Shareholder. (ii) SPAC, as the The sole shareholder of Irish Holdco, Holdco shall adopt resolutions, in a form reasonably acceptable to the Parties, regarding the amendments to the articles of association of Irish Holdco in such form as mutually agreed by SPAC and the form Company prior Closing (the “Irish Holdco Articles of Exhibit HAssociation”), including the any capital increase required for the issuance of new shares in Irish Holdco to ADSH Ordinary Shares as ADSH Share Consideration and to Bosch as Bosch Share Merger Consideration and such other corporate governance matters of Irish Holdco as the Parties may mutually agree (including authorizations to the Irish Holdco Board to issue or grant rights to subscribe for Irish Holdco Ordinary Shares and to exclude dis-apply pre-emptive rights relating thereto for the five (5)-year period after the SPAC Mergerdate of adoption of such resolutions);. (iii) the The Plan of Merger and all other ancillary documents required in connection with the SPAC Merger, shall be prepared and executed in accordance with the relevant provisions of the Cayman Islands Companies Act and filed with the Registrar of Companies of the Cayman Islands;Registrar. (iv) Bosch The Seller shall transfer to Irish Holdco, and Irish Holdco shall accept from Bosch the Acquired Seller the Contributed Shares by means of signing the Cash Consideration Transfer Share Contribution Agreement in front of the Notary PublicPublic (which signing shall take place at least two (2) Business Days prior to Closing and shall be effective upon receipt of the Share Consideration on the Closing Date), a certified copy and scanned copy of which shall be delivered to each of Irish Holdco and Bosch, in exchange for the Cash Consideration; (v) Sellers shall transfer to Irish Holdco, and Irish Holdco shall accept from Sellers the Contributed Shares by means of signing the Share Consideration and Loan Transfer Agreement in front of the Notary Public, a certified copy and scanned copy of which shall be delivered to each of Irish Holdco and Sellers Seller and Irish Holdco shall deliver to Bosch the Bosch Share Consideration and to ADSH Seller the ADSH Share Consideration; and (vi) Each Seller shall, and shall procure that its Affiliates (as the case may be) shall, transfer to Irish Holdco, and Irish Holdco shall accept from each Seller (and its Affiliates) the Purchased Loans and any other loans constituting Additional Financing in exchange for the Purchased Loan Consideration and the Additional Financing Consideration, respectively, to which such Seller (or its Affiliates) is entitled hereunder.

Closing Order. At the Closing, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement: (i) the Investors shall purchase, and SPAC shall issue and sell to the Investors, as applicable, the number of SPAC Class A Common Shares set forth in the Subscription Agreements against payment of the amounts set forth in the Subscription Agreements; (ii) the investors party to the Forward Purchase Agreements shall purchase, and SPAC shall issue and sell to such investors, the number of SPAC Class A Common Shares set forth in the Forward Purchase Agreements against payment of the amounts set forth in the Forward Purchase Agreements; (iii) SPAC shall make or cause to be paid any payments required to be made by SPAC in connection with the exercise of the Redemption Rights; (iiiv) SPAC shall consummate the Dutch Holdco Contribution; (v) SPAC, as the sole shareholder of Irish Dutch Holdco, shall adopt resolutions, in a form reasonably acceptable to the Parties, regarding the conversion of Dutch Holdco in combination with the amendments to the articles of association of Irish Dutch Holdco in the form of Exhibit H, including the capital increase for the issuance of new shares in Irish Holdco to ADSH as ADSH Share Consideration and to Bosch as Bosch Share Consideration and such other corporate governance matters of Irish Dutch Holdco as the Parties may mutually agree (including authorizations to the Irish Holdco Board to issue or grant rights to subscribe for Irish Holdco Ordinary Shares and to exclude pre-emptive rights relating thereto for the five (5)-year period after the SPAC Merger)agree; (iiivi) the notarial deed of conversion and amendment of articles of association of Dutch Holdco shall be executed before the Civil Law Notary, pursuant to which (A) Dutch Holdco shall be converted into a Dutch public limited liability company (naamloze vennootschap) and (B) the articles of association and bylaws of Dutch Holdco shall be amended in the form of Exhibit D; (vii) the Plan of Merger and all other ancillary documents required in connection with the SPAC MergerMerger (the “SPAC Merger Documents”), shall be prepared and executed in accordance with the relevant provisions of the Cayman Islands Companies Act Law (2020 Revision) (the “Cayman Islands Companies Law”) and filed with the Registrar of Companies of the Cayman IslandsIslands (the “Registrar”); (iv) Bosch shall transfer to Irish Holdco, and Irish Holdco shall accept from Bosch the Acquired Shares by means of signing the Cash Consideration Transfer Agreement in front of the Notary Public, a certified copy and scanned copy of which shall be delivered to each of Irish Holdco and Bosch, in exchange for the Cash Consideration; (v) Sellers shall transfer to Irish Holdco, and Irish Holdco shall accept from Sellers the Contributed Shares by means of signing the Share Consideration and Loan Transfer Agreement in front of the Notary Public, a certified copy and scanned copy of which shall be delivered to each of Irish Holdco and Sellers and Irish Holdco shall deliver to Bosch the Bosch Share Consideration and to ADSH the ADSH Share Consideration; and (vi) Each Seller shall, and shall procure that its Affiliates (as the case may be) shall, transfer to Irish Holdco, and Irish Holdco shall accept from each Seller (and its Affiliates) the Purchased Loans and any other loans constituting Additional Financing in exchange for the Purchased Loan Consideration and the Additional Financing Consideration, respectively, to which such Seller (or its Affiliates) is entitled hereunder.

Closing Order. At the Closing, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement: (i) to the extent SPAC entered into any New Subscription Agreement after the date hereof, the Investors shall purchase, and SPAC shall issue and sell to the Investors, as applicable, the number of SPAC Class A Common Shares set forth in the New Subscription Agreement against payment of the amounts set forth in the New Subscription Agreements; (ii) to the extent SPAC entered into any New Forward Purchase Agreement after the date hereof, the investors party to the New Forward Purchase Agreements shall purchase, and SPAC shall issue and sell to such investors, the number of SPAC Class A Common Shares set forth in the New Forward Purchase Agreements against payments of the amounts set forth in the New Forward Purchase Agreements; (iii) SPAC shall make or cause to be paid any payments required to be made by SPAC in connection with the exercise of the Redemption Rights; (iiiv) SPAC shall consummate the Dutch Holdco Contribution; (v) SPAC, as the sole shareholder of Irish Dutch Holdco, shall adopt resolutions, in a form reasonably acceptable to the Parties, regarding the conversion of Dutch Holdco in combination with the amendments to the articles of association of Irish Dutch Holdco in the form of Exhibit H, including the capital increase for the issuance of new shares in Irish Holdco to ADSH as ADSH Share Consideration and to Bosch as Bosch Share Consideration and such other corporate governance matters of Irish Dutch Holdco as the Parties may mutually agree agree; (including authorizations vi) the notarial deed of conversion and amendment of articles of association of Dutch Holdco shall be executed before the Civil Law Notary, pursuant to which (1) Dutch Holdco shall be converted into a Dutch public limited liability company (naamloze vennootschap) and (2) the Irish articles of association and bylaws of Dutch Holdco Board to issue or grant rights to subscribe for Irish shall be amended in the form of Exhibit D (the “Dutch Holdco Ordinary Shares and to exclude pre-emptive rights relating thereto for the five (5)-year period after the SPAC MergerArticles”); (iiivii) the Plan of Merger and all other ancillary documents required in connection with the SPAC MergerMerger (the “SPAC Merger Documents”), shall be prepared and executed in accordance with the relevant provisions of the Cayman Islands Companies Act Law (2020 Revision) (the “Cayman Islands Companies Law”) and filed with the Registrar of Companies of the Cayman IslandsIslands (the “Registrar”); (iv) Bosch shall transfer to Irish Holdco, and Irish Holdco shall accept from Bosch the Acquired Shares by means of signing the Cash Consideration Transfer Agreement in front of the Notary Public, a certified copy and scanned copy of which shall be delivered to each of Irish Holdco and Bosch, in exchange for the Cash Consideration; (v) Sellers shall transfer to Irish Holdco, and Irish Holdco shall accept from Sellers the Contributed Shares by means of signing the Share Consideration and Loan Transfer Agreement in front of the Notary Public, a certified copy and scanned copy of which shall be delivered to each of Irish Holdco and Sellers and Irish Holdco shall deliver to Bosch the Bosch Share Consideration and to ADSH the ADSH Share Consideration; and (vi) Each Seller shall, and shall procure that its Affiliates (as the case may be) shall, transfer to Irish Holdco, and Irish Holdco shall accept from each Seller (and its Affiliates) the Purchased Loans and any other loans constituting Additional Financing in exchange for the Purchased Loan Consideration and the Additional Financing Consideration, respectively, to which such Seller (or its Affiliates) is entitled hereunder.