Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law:
Conditions to Obligations. OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:
Conditions to Obligations. The several obligations of the Selling Stockholders to sell the Shares to the Underwriter and the obligations of the Underwriter to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 2:00 p.m. (New York City time) on the date hereof. The obligations of the Underwriter are subject to the following further conditions:
Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub and the Company 74 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 75 Section 9.3. Conditions to the Obligations of the Company 76 ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. Termination 76 Section 10.2. Effect of Termination 77 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Account Waiver 78 Section 11.2. Waiver 78 Section 11.3. Notices 79 Section 11.4. Assignment 80 Section 11.5. Rights of Third Parties 80 Section 11.6. Expenses 80 Section 11.7. Governing Law 80 Section 11.8. Headings; Counterparts 80 Section 11.9. Company and Acquiror Disclosure Letters 81 Section 11.10. Entire Agreement 81 Section 11.11. Amendments 81 Section 11.12. Publicity 81 Section 11.13. Severability 81 Section 11.14. Jurisdiction; Waiver of Jury Trial 82 Section 11.15. Enforcement 82 Section 11.16. Non-Recourse 82 Section 11.17. Non-Survival of Representations, Warranties and Covenants 83 Section 11.18. Conflicts and Privilege 83 Exhibits Exhibit A Form of Domesticated Acquiror Certificate of Incorporation Exhibit B Form of Domesticated Acquiror Bylaws Exhibit C Form of Amended and Restated Registration Rights Agreement Exhibit D Form of Incentive Award Plan AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of March 7, 2023 (this “Agreement”), is made and entered into by and among The Growth for Good Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), G4G Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Zero Nox, Inc., a Wyoming corporation (the “Company”).
Conditions to Obligations. The obligations of the Company to sell the Shares to the Underwriters and the obligation of the Underwriters to purchase and pay for the Shares to be delivered at each Time of Delivery, shall be subject to the following conditions:
Conditions to Obligations. 7.1 Conditions to the Purchaser's Obligations. The obligations of Purchaser to purchase the Property from Seller and to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at all times following the Effective Date and as of the Closing (or such other time period specified below), of each of the following conditions:
Conditions to Obligations. OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable law):