Common use of Consents; No Conflicts Clause in Contracts

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Cayman Registrar, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (e) for the filings or notifications required in connection with the Domestication, and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interests, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Company, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (e) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration or cancellation under (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effect, (C) any applicable Law or (D) any Material Contract, other than any restrictions under federal or state securities laws, this Agreement, the Company’s Organizational Documents and Permitted Encumbrances, except in the case of sub-clauses (A), (B), (C), and (D), as would not have a Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) of for the Company Disclosure LetterShareholders’ Approval, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Cayman Registrar, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (ec) for such other filings, notifications, notices, submissions, applications or consents the filings failure of which to be obtained or notifications required made would not, individually or in connection with the Domesticationaggregate, have, or reasonably be likely to have, a material effect on the ability of the Company to enter into and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsperform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Company, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article IV are true and correct, and except for the matters referred to in clauses (a) through (ec) of the immediately preceding sentence, (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effect, (C) any applicable Law or Law, (D) any Material Company Contract, (E) any Required Governmental Authorization, or (ii) result in the creation of any Encumbrance upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company’s Organizational Documents Company Charter and Permitted Encumbrances, except in the case of sub-clauses (A), (BC), (C), D) and (DE) of clause (i) or clause (ii), as would not have a Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V III are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company SPAC Disclosure Letter, (b) for the Company Shareholder SPAC Shareholders’ Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (ed) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with the Domestication, and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsmade would not have a SPAC Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the CompanySPAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (ed) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of SPAC) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effectSPAC, (C) any applicable Law or Law, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Security Interest upon any of the properties or assets of SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted EncumbrancesSPAC Charter, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Shareholders Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR Act, and (e) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with the Domestication, and issuance of new made would not have a Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsMaterial Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Companyany Group Company and any of its Affiliates, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (ed) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effect, (C) any applicable Law or public privacy policy, (D) any Material Contract, or (ii) result in the creation of any Lien upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company’s Organizational Documents Company Articles and Permitted EncumbrancesLiens, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i), as would not have a Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV III and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company SPAC Disclosure Letter, (b) for the Company Shareholder SPAC Shareholders Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands (including the filing of the Plan of Initial Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (ed) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with the Domestication, and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsmade would not have a SPAC Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the CompanySPAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (ed) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of SPAC) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effectSPAC, (C) any applicable Law or public privacy policy, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Lien upon any of the properties or assets of SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted EncumbrancesSPAC Articles, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Shareholders’ Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (ed) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with the Domestication, and issuance of new made would not have a Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsMaterial Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Company, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (ed) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effect, (C) any applicable Law or Law, (D) any Material Contract, Contract or (ii) result in the creation of any Security Interest upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company’s Organizational Documents Company Charter and Permitted Encumbrances, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i), as would not have a Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Cayman Registrar, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (e) for the filings or notifications required in connection with the Domestication, and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interests, all filings, notifications, notices, submissions, applications, or consents All Consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the Transaction Documents by the parties thereto (other Transaction Documentsthan the Investor), and the consummation of the Transactions, in each case on transactions contemplated by the part of Transaction Documents by the Companyparties thereto (other than the Investor), have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement each Transaction Document by the Company and the other Transaction Documents to which it is or will be a party does Warrantors do not, and the consummation by the Company Warrantors of the transactions contemplated hereby and thereby will not not, with or without notice or lapse of time or both, (i) (assuming compliance with the matters referred to result in clauses (a) through (e) any violation of, be in conflict with, or constitute a default under any provision of the immediately preceding sentenceconstitutional documents of the Warrantors or any Contracts to which the Warrantors are parties, (ii) result in any violation of, be in conflict with, or constitute a default under, require in any consent underrespect, any Governmental Order or any applicable Law, (iii) results in the creation of any Lien upon any asset of any Group Company or (iv) result in any termination, modification, cancellation, or give suspension of any Person rights material right of, or any augmentation or acceleration of terminationany material obligation of, amendmentany Group Company (including without limitation, acceleration or cancellation under (A) any Governmental Order, (B) any provision indebtedness of such Group Company). Except for those disclosed in Section 3.6 of the Organizational Documents Disclosure Schedule, all SAFE Rules and Regulations have been fully complied with and all requisite approvals or registration certificates required under the SAFE Rules and Regulations in relation thereto have been duly and lawfully obtained and are in full force and effect, and there exist no grounds on which any such approval or registration certificate may be cancelled or revoked or the WFOE or its legal representative may be subject to liability or penalties for misrepresentations or failures to disclose information to the issuing SAFE. None of the Warrantors has received any oral or written inquiries, notifications, orders or any other Group Company, each as currently in effect, (C) forms of official correspondence from SAFE with respect to any applicable Law actual or (D) any Material Contract, other than any restrictions under federal or state securities laws, this Agreement, alleged non-compliance with the Company’s Organizational Documents SAFE Rules and Permitted Encumbrances, except in the case of sub-clauses (A), (B), (C), and (D), as would not have a Company Material Adverse EffectRegulations.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V III are true and correct, except (a) as otherwise set forth in Section 3.5(i) 4.5 of the Company SPAC Disclosure Letter, (b) for the Company Shareholder SPAC Shareholders’ Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Cayman Registrar, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (ed) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required made would not, individually or in connection with the Domesticationaggregate, have, or reasonably be likely to have, a material effect on the ability of SPAC to enter into and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsperform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the CompanySPAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (ed) of the immediately preceding sentence) (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of SPAC) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effectSPAC Charter, (C) any applicable Law or Law, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Encumbrance upon any of the properties or assets of SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted EncumbrancesSPAC Charter, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i) or clause (ii), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V III are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (eb) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with the Domestication, and issuance of new made would not have a Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsMaterial Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Companyeach Acquisition Entity, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other each Transaction Documents to which it is or will be a party by each Acquisition Entity does not, and the consummation by the Company such Acquisition Entity of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (e) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of such Acquisition Entity) or cancellation under under, (Aa) (i) any Governmental Order, (Bii) any provision of the Organizational Documents of any other Group Company, each as currently in effectsuch Acquisition Entity, (Ciii) any applicable Law Law, (iv) any Contract to which such Acquisition Entity is a party or by which its assets are bound, or (Db) result in the creation of any Material Contract, Security Interest upon any of the properties or assets of such Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted Encumbrancesof such Acquisition Entity, except in the case of sub-clauses (Ai), (B), (Ciii), and (Div) of clause (a), as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the ability of any Acquisition Entity to enter into and perform the Transaction Documents to which it is or will be a party and to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands (including the filing of the Plan of Initial Merger, the Plan of Second Merger, the Plan of Third Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (eb) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with the Domestication, and issuance of new made would not have a Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsMaterial Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Companyeach Acquisition Entity, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other each Transaction Documents to which it is or will be a party by each Acquisition Entity does not, and the consummation by the Company such Acquisition Entity of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (e) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of such Acquisition Entity) or cancellation under under, (Aa) (i) any Governmental Order, (Bii) any provision of the Organizational Documents of any other Group Company, each as currently in effectsuch Acquisition Entity, (Ciii) any applicable Law or public privacy policy, (Div) any Material ContractContract to which such Acquisition Entity is a party or by which its assets are bound, or (b) result in the creation of any Lien upon any of the properties or assets of such Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted Encumbrancesof such Acquisition Entity, except in the case of sub-clauses (Ai), (B), (Ciii), and (Div) of clause (a), as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the ability of any Acquisition Entity to enter into and perform the Transaction Documents to which it is or will be a party and to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) of for the Company Disclosure LetterShareholders’ Approval, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (ec) for such other filings, notifications, notices, submissions, applications or consents the filings failure of which to be obtained or notifications required made would not, individually or in connection with the Domesticationaggregate, have, or reasonably be likely to have, a material effect on the ability of the Company to enter into and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsperform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Company, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article IV are true and correct, and except for the matters referred to in clauses (a) through (ec) of the immediately preceding sentence, (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effect, (C) any applicable Law or (D) any Material Contract, other than any restrictions under federal or state securities laws, this Agreement, the Company’s Organizational Documents and Permitted Encumbrances, except in the case of sub-clauses (A), (B), (C), and (D), as would not have a Company Material Adverse Effect.Law,

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V III are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company CGAC Disclosure Letter, (b) for the Company Shareholder CGAC Shareholders’ Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (ed) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with the Domestication, and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsmade would not have a CGAC Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the CompanyCGAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by CGAC does not, and the consummation by the Company CGAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (ed) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of CGAC) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group CompanyCGAC, each as currently in effect, (C) any applicable Law Law, or (D) any CGAC Material Contract, other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted EncumbrancesCGAC Articles of Association, except in the case of sub-sub- clauses (A), (B), (C), and (D), as would not have a Company CGAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) of Except for the Required Regulatory Approvals, no material Regulatory Approval from, or material registration, declaration or filing with, any Governmental Entity is required to be made or obtained by the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing or any of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Cayman Registrar, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (e) for the filings or notifications required its Subsidiaries in connection with the Domestication, and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interests, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Company, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company Transaction Agreements and the other Transaction Documents to which it is or will be a party does not, Certificates of Designations and the consummation by of the Company transactions contemplated hereby and thereby. (b) Except as set forth on Schedule 2.3(b), the execution and delivery of each of the Transaction Agreements does not and, subject to the receipt of the Required Regulatory Approvals, the performance of the obligations set forth herein, therein and in the Certificates of Designations (including without limitation the payment of dividends and the redemption or repurchase of Preferred Stock in accordance therewith) and the consummation of the transactions contemplated hereby and thereby will not not, (i) (assuming compliance with the matters referred to in clauses (a) through (e) violate any provision of the immediately preceding sentenceCertificate of Incorporation or the Bylaws of the Company or the comparable governing instruments of any of its Subsidiaries; (ii) give rise to any preemptive rights, rights of first refusal or other similar rights on behalf of any Person under any applicable Law or any provision of the Certificate of Incorporation or Bylaws of the Company or any agreement or instrument to which the Company is a party or by which the Company is bound; (iii) conflict with, contravene or result in a breach or violation of any violation of the terms or provisions of, be in conflict with, or constitute a default (with or without notice or the passage of time) under, require or result in or give rise to a right of termination, cancellation, acceleration or material modification of any consent right or obligation under, or give any Person rights of termination, amendment, acceleration rise to a right to put or cancellation under (A) any Governmental Order, (B) any provision to compel a tender offer for outstanding securities of the Organizational Documents Company or any of its Subsidiaries under, or require any consent, waiver or approval under, any material note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iv) result in the creation or imposition of any other Group Company, each as currently in effect, (C) Lien upon any applicable Law assets or (D) properties of the Company or any Material Contract, other than any restrictions under federal or state securities laws, this Agreement, the Company’s Organizational Documents and Permitted Encumbrancesof its Subsidiaries, except for such Liens the imposition of which, individually and in the case of sub-clauses (A)aggregate, (B), (C), and (D), as would not have a Company Material Adverse Effect.; or (v) violate any Law applicable to the Company or any of its Subsidiaries, except for such violations which, individually and in the aggregate, would not have a Material Adverse Effect. (c) Other than the Shareholder Approval, no consent or approval of the Company's stockholders is required by Law, the Company's Certificate of Incorporation or Bylaws, the rules (the "NASD Rules") of the National Association of Securities Dealers, Inc. (the "NASD") relating to the quotation of the Common Stock on Nasdaq, or otherwise, for the execution, delivery and performance by the Company of the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. Section 2.4

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V III are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (eb) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with made would not have a material adverse effect on the Domestication, and issuance ability of new Company Shares the Acquisition Entities to holders of beneficial interests in GDRs held by consummate the NSD in exchange for such beneficial interestsTransactions, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Companyeach Acquisition Entity, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other each Transaction Documents to which it an Acquisition Entity is or will be a party by each Acquisition Entity does not, and the consummation by the Company such Acquisition Entity of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article III and Article IV are true and correct, and except for the matters referred to in clauses (a) through (eb) of the immediately preceding sentence, (a) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of such Acquisition Entity) or cancellation under under, (Ai) any Governmental Order, (Bii) any provision of the Organizational Documents of any other Group Company, each as currently in effectsuch Acquisition Entity, (Ciii) any applicable Law Law, (iv) any Contract to which such Acquisition Entity is a party or by which its assets are bound, or (Db) result in the creation of any Material Contract, Encumbrance upon any of the properties or assets of such Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted Encumbrancesof such Acquisition Entity, except in the case of sub-clauses (Ai), (B), (Ciii), and (D)iv) of clause (a) or clause (b) above, as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the ability of any Acquisition Entity to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V III are true and correct, except (a) as otherwise set forth in Section 3.5(i) 4.5 of the Company SPAC Disclosure Letter, (b) for the Company Shareholder SPAC Shareholders’ Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands and the publication of notification of the Mergers in the Cayman Islands Government Gazette in accordance with the Cayman Act, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (ed) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required made would not individually or in connection with the Domesticationaggregate, have, or reasonably be expected to have, a material adverse effect on the ability of SPAC to enter into and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsperform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the CompanySPAC, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (ed) of the immediately preceding sentence) (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of SPAC) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effectSPAC Charter, (C) any applicable Law or Law, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Encumbrance upon any of the properties or assets of SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted EncumbrancesSPAC Charter, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i) or clause (ii), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV III and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company SPAC Disclosure Letter, (b) for the Company Shareholder SPAC Shareholders Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands (including the filing of the Plan of Initial Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (ed) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with the Domestication, and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsmade would not have a SPAC Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement Agreement, the Plan of Initial Merger and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the CompanySPAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by Agreement, the Company Plan of Initial Merger and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (ed) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of SPAC) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effectSPAC, (C) any applicable Law or public privacy policy, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Lien upon any of the properties or assets of SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted EncumbrancesSPAC Articles, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (eb) for such other filings, notifications, notices, submissions, applications or consents the filings failure of which to be obtained or notifications required made would not, individually or in connection with the Domesticationaggregate, have, or reasonably be expected to have, a material adverse effect on the ability of the Company to enter into and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsperform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Company, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article IV and Article V are true and correct, and except for the matters referred to in clauses (a) through (eb) of the immediately preceding sentence, (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effect, (C) any applicable Law or Law, (D) any Material Contract, Contract or (ii) result in the creation of any Encumbrance upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company’s Organizational Documents Company Charter and Permitted Encumbrances, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i) and clause (ii), as would not have a Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) 3.6 of the Company Disclosure LetterSchedules, (b) for the Company Shareholder Approvalany approvals required pursuant to Antitrust Laws, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunderRequired Company Shareholder Approval, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the TransactionsTransaction, and (e) for such other filings, notifications, notices, submissions, applications or consents the filings failure of which to be obtained or notifications required made would not, individually or in connection with the Domesticationaggregate, have, or reasonably be expected to have, a material and issuance adverse impact on the ability of new the Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsenter into and perform its obligations under this Agreement, all material filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the TransactionsTransaction, in each case on the part of the Company, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectClosing. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby Transaction will not, assuming the representations and thereby will not (i) (assuming compliance with warranties in Article IV are true and correct, and except for the matters referred to in clauses (a) through (e) of the immediately preceding sentence, (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Subsidiary of the Company) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of the Company or any other Group Companyof its Subsidiaries, each as currently in effect, (C) any applicable Law or (D) any Material Contract, or (ii) result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries other than any restrictions under federal or state securities laws, this Agreement, the Company’s Company Organizational Documents and Permitted Encumbrances, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i) or clause (ii), as would not have be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

Consents; No Conflicts. Assuming the representations and warranties in Article IV III and Article V and are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands (including the filing of the Plan of Initial Merger, the Plan of Second Merger, the Plan of Third Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (eb) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with the Domestication, and issuance of new made would not have a Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsMaterial Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery delivery, and performance of this Agreement Agreement, the Plan of Second Merger and the Plan of Third Merger and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Companyeach SPAC Acquisition Entity, have been duly obtained or completed (as applicable) and are in full force and effect as of the date effect. The execution, delivery, and performance of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in Plan of Second Merger and the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 3.5(ii) Plan of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company Third Merger and the other each Transaction Documents to which it is or will be a party by each SPAC Acquisition Entity does not, and the consummation by the Company such SPAC Acquisition Entity of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (e) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of such SPAC Acquisition Entity) or cancellation under under, (Aa) (i) any Governmental Order, (Bii) any provision of the Organizational Documents of any other Group Company, each as currently in effectsuch SPAC Acquisition Entity, (Ciii) any applicable Law or public privacy policy, (Div) any Material ContractContract to which such SPAC Acquisition Entity is a party or by which its assets are bound, or (b) result in the creation of any Lien upon any of the properties or assets of such SPAC Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted Encumbrancesof such SPAC Acquisition Entity, except in the case of sub-clauses (Ai), (B), (Ciii), and (Div) of clause (a), as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the ability of any SPAC Acquisition Entity to enter into and perform the Transaction Documents to which it is or will be a party and to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V III are true and correct, except (a) as otherwise set forth in Section 3.5(i) of for the Company Disclosure LetterSPAC Shareholders’ Approval, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (ec) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required made would not individually or in connection with the Domesticationaggregate, have, or reasonably be expected to have, a material adverse effect on the ability of SPAC to enter into and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsperform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the CompanySPAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (ec) of the immediately preceding sentence) (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of SPAC) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effectSPAC Charter, (C) any applicable Law or (D) any Material Contract, other than any restrictions under federal or state securities laws, this Agreement, the Company’s Organizational Documents and Permitted Encumbrances, except in the case of sub-clauses (A), (B), (C), and (D), as would not have a Company Material Adverse Effect.Law,

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V III are true and correct, except (a) as otherwise set forth in Section 3.5(i) 4.5 of the Company SPAC Disclosure Letter, (b) for the Company Shareholder SPAC Shareholders’ Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands and the publication of notification of the Mergers in the Cayman Islands Government Gazette in accordance with the Cayman Act, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) the expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations under the HSR Act, and (e) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required made would not individually or in connection with the Domesticationaggregate, and issuance of new Company Shares have, or reasonably be expected to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestshave, a SPAC Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the CompanySPAC, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby (including the Transactions) will not (i) (assuming compliance with the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (e) of the immediately preceding sentence) (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of SPAC) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effectSPAC Charter, (C) any applicable Law or Law, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Encumbrance upon any of the properties or assets of SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted EncumbrancesSPAC Charter, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i) or clause (ii), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV III and Article V IV are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (eb) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with made would not have a material adverse effect on the Domestication, and issuance ability of new Company Shares the Merger Subs to holders of beneficial interests in GDRs held by consummate the NSD in exchange for such beneficial interestsTransactions, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Companyeach Merger Sub, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other each Transaction Documents to which it a Merger Sub is or will be a party by such Merger Sub does not, and the consummation by the Company such Merger Sub of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article III and Article IV are true and correct, and except for the matters referred to in clauses (a) through (eb) of the immediately preceding sentence, (x) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of such Merger Sub) or cancellation under under, (Ai) any Governmental Order, (Bii) any provision of the Organizational Documents of any other Group Company, each as currently in effectsuch Merger Sub, (Ciii) any applicable Law Law, (iv) any Contract to which such Merger Sub is a party or by which its assets are bound, or (Dy) result in the creation of any Material Contract, Encumbrance upon any of the properties or assets of such Merger Sub other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted Encumbrancesof such Merger Sub, except in the case of sub-clauses (Ai), (B), (Ciii), and (D)iv) of clause (x) or clause (y) above, as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the ability of any Merger Sub to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V III are true and correct, except (a) as otherwise set forth in Section 3.5(i) of for the Company Disclosure LetterSPAC Shareholders’ Approval, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (ec) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required made would not individually or in connection with the Domesticationaggregate, have, or reasonably be expected to have, a material adverse effect on the ability of SPAC to enter into and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsperform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the CompanySPAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (ec) of the immediately preceding sentence) (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of SPAC) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effectSPAC Charter, (C) any applicable Law or Law, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Encumbrance upon any of the properties or assets of SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted EncumbrancesSPAC Charter, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i) or clause (ii), as would not have a Company SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) 3.6 of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands and the publication of notification of the Mergers in the Cayman Islands Government Gazette in accordance with the Cayman Act, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (c) the expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations under the HSR Act, and (ed) for such other filings, notifications, notices, submissions, applications or consents the filings failure of which to be obtained or notifications required made would not, individually or in connection with the Domesticationaggregate, and issuance of new have, or reasonably be expected to have, a Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsMaterial Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Company, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby (including the Transactions) will not (i) (not, assuming compliance with the representations and warranties in Article IV and Article V are true and correct, and except for the matters referred to in clauses (a) through (ed) of the immediately preceding sentence, (i) result in in, including with the passage of time, any violation of, be in conflict with, or constitute a default under, require any consent or notice under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effect, (C) any applicable Law or Law, (D) any Material Contract, Contract or (ii) result in the creation of any Encumbrance upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company’s Organizational Documents Company Charter and Permitted Encumbrances, except in the case of sub-clauses (A), (B), C) and (CD) of clause (i), and clause (Dii), as would not have have, or reasonably be expected to have, a Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) of for the Company Disclosure LetterShareholders’ Approval, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (ec) for such other filings, notifications, notices, submissions, applications or consents the filings failure of which to be obtained or notifications required made would not, individually or in connection with the Domesticationaggregate, have, or reasonably be likely to have, a material effect on the ability of the Company to enter into and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsperform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Company, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article IV are true and correct, and except for the matters referred to in clauses (a) through (ec) of the immediately preceding sentence, (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effect, (C) any applicable Law or Law, (D) any Material Contract, Contract or (ii) result in the creation of any Encumbrance upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company’s Organizational Documents Company Charter and Permitted Encumbrances, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i) or clause (ii), as would not have a Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V III are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (eb) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with made would not have a material adverse effect on the Domestication, and issuance ability of new Company Shares the Merger Subs to holders of beneficial interests in GDRs held by consummate the NSD in exchange for such beneficial interestsTransactions, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Companyeach Merger Sub, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other each Transaction Documents to which it a Merger Sub is or will be a party by such Merger Sub does not, and the consummation by the Company such Merger Sub of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article III and Article IV are true and correct, and except for the matters referred to in clauses (a) through (eb) of the immediately preceding sentence, (a) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of such Merger Sub) or cancellation under under, (Ai) any Governmental Order, (Bii) any provision of the Organizational Documents of any other Group Company, each as currently in effectsuch Merger Sub, (Ciii) any applicable Law Law, (iv) any Contract to which such Merger Sub is a party or by which its assets are bound, or (Db) result in the creation of any Material Contract, Encumbrance upon any of the properties or assets of such Merger Sub other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted Encumbrancesof Merger Sub, except in the case of sub-clauses (Ai), (B), (Ciii), and (D)iv) of clause (a) or clause (b) above, as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the ability of any Merger Sub to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V III are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company CGAC Disclosure Letter, (b) for the Company Shareholder CGAC Shareholders’ Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (ed) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with the Domestication, and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsmade would not have a CGAC Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the CompanyCGAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by CGAC does not, and the consummation by the Company CGAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (ed) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of CGAC) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group CompanyCGAC, each as currently in effect, (C) any applicable Law Law, or (D) any CGAC Material Contract, other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted EncumbrancesCGAC Articles of Association, except in the case of sub-clauses (A), (B), (C), and (D), as would not have a Company CGAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V VI are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Shareholders Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands (including the filing of the Plan of Initial Merger, the Plan of Second Merger and the Plan of Third Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR Act, and (e) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with the Domestication, and issuance of new made would not have a Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsMaterial Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Companyany Group Company and any of its Affiliates, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (ed) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effect, (C) any applicable Law or public privacy policy, (D) any Material ContractContract or material Real Property Lease, or (ii) result in the creation of any Lien upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company’s Organizational Documents Company Shareholders’ Agreement, the Company Articles and Permitted EncumbrancesLiens, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i), as would not have a Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(iExcept for (i) of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunderperiod under the HSR Act, (dii) for all consents, authorizations, orders and approvals of, and filing and registrations including the effectiveness of a registration statement and applicable “Blue Sky” clearance required for, or filing with the Cayman Registrarin connection with, the SEC or applicable state blue sky or other securities laws filings with respect to consummation of the Transactionstransactions contemplated by the Registration Rights Agreement, and (eiii) for the filings Regulatory Approvals set forth on Section 4.3 of the Investor Disclosure Schedule, no Regulatory Approval from, or notifications registration, declaration or filing with, any Governmental Entity is required to be made or obtained by the Investor in connection with the Domestication, and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interests, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, Agreements and the consummation of the Transactionstransactions contemplated hereby and thereby except for such Regulatory Approvals, in each case on registrations, declarations, notices and filings, the part failures of the Company, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or which to make such filings or notifications, obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on the ability of the Investor to consummate the transactions contemplated hereby or thereby. Except as disclosed (b) Assuming the receipt of all Regulatory Approvals set forth on Section 4.3 of the Investor Disclosure Schedule and the completion of all registrations, declarations, notices and filings referred to in Section 3.5(ii) 4.3 of the Company Investor Disclosure LetterSchedule, the execution, execution and delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party does not, and the execution and delivery of the Transaction Agreements will not, and the performance of the obligations set forth herein and therein and the consummation by the Company of the transactions contemplated hereby and thereby will not not, (i) (assuming compliance with the matters referred to in clauses (a) through (e) violate any provision of the immediately preceding sentencecharter or bylaws or similar governing documents of the Investor; (ii) conflict with, contravene or result in a breach or violation of any violation of the terms or provisions of, be in conflict with, or constitute a default under, require any consent (with or without notice or the passage of time) under, or result in or give any Person rights rise to a right of termination, amendmentcancellation, acceleration acceleration, amendment or cancellation under (A) any Governmental Order, (B) any provision of the Organizational Documents modification of any other Group Companyright or obligation under, each as currently in effectany note, (C) any applicable Law or (D) any Material Contractbond, other than any restrictions under federal or state securities lawsdebt instrument, this Agreementindenture, the Company’s Organizational Documents and Permitted Encumbrancesmortgage, except in the case deed of sub-clauses (A)trust, (B)lease, (C), and (D), as would not have a Company Material Adverse Effect.loan

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise Except for (i) the expiration of the waiting period under the HSR Act, if applicable, (ii) all consents, authorizations, orders and approvals of, and filing and registrations, including the effectiveness of a registration statement and applicable “Blue Sky” clearance required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, (iii) the Regulatory Approvals set forth in on Section 3.5(i3.3(a) of the Company Disclosure LetterSchedule, and (biv) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws Charter Amendment and the expiration Certificate of Determination with the required waiting periods thereunderCalifornia Secretary of State, (d) for the registration no Regulatory Approval from, or registration, declaration, notice or filing with with, any Governmental Entity is required to be made or obtained by the Cayman Registrar, Company or any of its Subsidiaries (including the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (eBank) for the filings or notifications required in connection with the Domestication, and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interests, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, Agreements and the consummation of the Transactionstransactions contemplated hereby and thereby, in each case on except for such Regulatory Approvals, registrations, declarations, notices and filings which are applicable by reason of facts specifically relating to, or the part particular regulatory status of the Company, have been duly obtained or completed Investor. (as applicableb) and are in full force and effect as Assuming the receipt of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in all Regulatory Approvals set forth on Section 3.5(ii3.3(b) of the Company Disclosure LetterSchedule and the completion of all registrations, declarations, notices and filings referred to in Section 3.3(a) and Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party does not, and the execution and delivery of the Transaction Agreements will not, and the performance of the obligations set forth herein and therein and the consummation by the Company of the transactions contemplated hereby and thereby will not not, (i) (assuming compliance with the matters referred to in clauses (a) through (e) violate any provision of the immediately preceding sentenceArticles of Incorporation or the Bylaws of the Company or the comparable governing instruments of any of its Subsidiaries (including the Bank); (ii) conflict with, contravene or result in a breach or violation of any violation of the terms or provisions of, be in conflict with, or constitute a default under, require any consent (with or without notice or the passage of time) under, or result in or give any Person rights rise to a right of termination, amendmentcancellation, acceleration acceleration, amendment or cancellation under (A) any Governmental Order, (B) any provision of the Organizational Documents modification of any other Group Companyright or obligation under, each as currently in effectany note, (C) any applicable Law or (D) any Material Contractbond, other than any restrictions under federal or state securities lawsdebt instrument, this Agreementindenture, the Company’s Organizational Documents and Permitted Encumbrances, except in the case of sub-clauses (A), (B), (C), and (D), as would not have a Company Material Adverse Effect.10

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V VI are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands (including the filing of the Plan of Initial Merger, the Plan of Second Merger, the Plan of Third Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (eb) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with the Domestication, and issuance of new made would not have a Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsMaterial Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery delivery, and performance of this Agreement Agreement, the Plan of Initial Merger and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Companyeach Company Acquisition Entity, have been duly obtained or completed (as applicable) and are in full force and effect as of the date effect. The execution, delivery, and performance of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 3.5(ii) Plan of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company Initial Merger and the other each Transaction Documents to which it is or will be a party by each Company Acquisition Entity does not, and the consummation by the such Company Acquisition Entity of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (e) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of such Company Acquisition Entity) or cancellation under under, (Aa) (i) any Governmental Order, (Bii) any provision of the Organizational Documents of any other Group Company, each as currently in effectsuch Company Acquisition Entity, (Ciii) any applicable Law or public privacy policy, (Div) any Material ContractContract to which such Company Acquisition Entity is a party or by which its assets are bound, or (b) result in the creation of any Lien upon any of the properties or assets of such Company Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted Encumbrancesof such Company Acquisition Entity, except in the case of sub-clauses (Ai), (B), (Ciii), and (Div) of clause (a), as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of any Company Material Adverse EffectAcquisition Entity to enter into and perform the Transaction Documents to which it is or will be a party and to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V III are true and correct, except (a) as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (eb) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required in connection with the Domestication, and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsmade would not have a CGAC Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the CompanyMerger Sub, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party does not, and the consummation by the Company Merger Sub of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (e) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of Merger Sub) or cancellation under under, (Ai) any Governmental Order, (Bii) any provision of the Organizational Documents of any other Group CompanyMerger Sub, each as currently in effect, or (Ciii) any applicable Law or (D) any Material ContractLaw, other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted Encumbrancesof Merger Sub, except in the case of sub-clauses (Ai), (B), (Cii), and (Diii), as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the ability of the Merger Sub to enter into and perform the Transaction Documents to which it is or will be a party and to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) as otherwise set forth in Section 3.5(i) 3.6 of the Company Disclosure Letter, (b) for the Company Shareholder Shareholders’ Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (ed) for such other filings, notifications, notices, submissions, applications or consents the filings failure of which to be obtained or notifications required made would not, individually or in connection with the Domesticationaggregate, have, or reasonably be expected to have, a material adverse effect on the ability of the Company to enter into and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsperform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Company, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (not, assuming compliance with the representations and warranties in Article IV and Article V are true and correct, and except for the matters referred to in clauses (a) through (ed) of the immediately preceding sentence, (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of any Group Company) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effect, (C) any applicable Law or Law, (D) any Material Contract, Contract or (ii) result in the creation of any Encumbrance upon any of the properties or assets of any Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company’s Organizational Documents Company Charter and Permitted Encumbrances, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i) or clause (ii), as would not have a Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V III are true and correct, except (a) as otherwise set forth in Section 3.5(i) 4.5 of the Company SPAC Disclosure Letter, (b) for the Company Shareholder SPAC Shareholders’ Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (d) for the registration or filing with the Registrar of Companies of the Cayman RegistrarIslands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, Transactions and (ed) for such other filings, notifications, notices, submissions, applications, or consents the filings failure of which to be obtained or notifications required made would not individually or in connection with the Domesticationaggregate, have, or reasonably be expected to have, a material adverse effect on the ability of SPAC to enter into and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interestsperform its obligations under this Agreement, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the CompanySPAC, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Except as disclosed in Section 3.5(ii) of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (ed) of the immediately preceding sentence) (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of SPAC) or cancellation under under, (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effectSPAC Charter, (C) any applicable Law or Law, (D) any Material ContractContract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Encumbrance upon any of the properties or assets of SPAC other than any restrictions under federal or state securities laws, this Agreement, Agreement or the Company’s Organizational Documents and Permitted EncumbrancesSPAC Charter, except in the case of sub-clauses (A), (B), (C), and (D) of clause (i) or clause (ii), as would not have a Company SPAC Material Adverse Effect.