Common use of Consents; No Conflicts Clause in Contracts

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (d) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, a material effect on the ability of SPAC to enter into and perform 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 SPAC, have been duly obtained or completed (as applicable) and are in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by SPAC of the transactions contemplated hereby and thereby will not (assuming the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (d) 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, (A) any Governmental Order, (B) the SPAC Charter, (C) any applicable Law, (D) any Contract 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 or the SPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III IV are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Company Disclosure Letter, (b) for the SPAC Shareholders’ Company Shareholders Approval, (c) 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 and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act Transactions, (d) as required by HSR Act, and (de) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, not have a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementCompany 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 SPACany Group Company and any of its Affiliates, have been duly obtained or completed (as applicable) and are in full force and effecteffect as of the date of this Agreement. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC the Company does not, and the consummation by SPAC the Company of the transactions contemplated hereby and thereby will not (i) (assuming the representations and warranties in Article III are true and correct, except for compliance with the matters referred to in clauses (a) through (d) 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 SPACany Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of any Group Company, (C) any applicable LawLaw or public privacy policy, (D) any Contract to which SPAC is a party or by which its assets are boundMaterial Contract, or (ii) result in the creation of any Encumbrance Lien upon any of the properties or assets of SPAC any Group Company other than any restrictions under federal or state securities laws, this Agreement or Agreement, the SPAC CharterCompany Articles and Permitted Liens, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) for the registration or filing with the Cayman RegistrarRegistrar and the publication of notification of the Merger 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 and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act Transactions, and (d) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, not individually or in the aggregate, have, or reasonably be likely expected to have, a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementMaterial 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 SPAC, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by SPAC of the transactions contemplated hereby and thereby (including the Transactions) will not (assuming the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (d) 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, (A) any Governmental Order, (B) the SPAC Charter, (C) any applicable Law, (D) any Contract 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 or the SPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III and Article V are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Shareholders Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (d) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, not have a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementMaterial 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 SPAC, have been duly obtained or completed (as applicable) and are in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by SPAC of the transactions contemplated hereby and thereby will not (i) (assuming the representations and warranties in Article III are true and correct, except for compliance with the matters referred to in clauses (a) through (d) 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, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of SPAC, (C) any applicable LawLaw or public privacy policy, (D) any Contract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Encumbrance Lien upon any of the properties or assets of SPAC other than any restrictions under federal or state securities laws, this Agreement or the SPAC CharterArticles, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III IV and Article V are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Company Disclosure Letter, (b) for the SPAC Company Shareholders’ Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (d) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, not have a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementCompany 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 SPACthe Company, have been duly obtained or completed (as applicable) and are in full force and effecteffect as of the date of this Agreement. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC the Company does not, and the consummation by SPAC the Company of the transactions contemplated hereby and thereby will not (i) (assuming the representations and warranties in Article III are true and correct, except for compliance with the matters referred to in clauses (a) through (d) 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 SPACany Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of any Group Company, each as currently in effect, (C) any applicable Law, (D) any Material Contract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Encumbrance Security Interest upon any of the properties or assets of SPAC any Group Company other than any restrictions under federal or state securities laws, this Agreement or Agreement, the SPAC CharterCompany Charter and Permitted Encumbrances, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III and Article IV are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (db) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, not have a material adverse effect on the ability of SPAC either Company Merger Sub to enter into and perform its obligations under this Agreementconsummate the Transactions, 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 SPACeither Company Merger Sub, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other each Transaction Documents to which it either Company Merger Sub is or will be a party by SPAC does not, and the consummation by SPAC either Company Merger Sub of the transactions contemplated hereby and thereby will not (not, assuming 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 (db) of the immediately preceding sentence) , (ix) 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 SPACMerger Sub) or cancellation under, (Ai) any Governmental Order, (Bii) any provision of the SPAC CharterOrganizational Documents of either Company Merger Sub, (Ciii) any applicable Law, (Div) any Contract to which SPAC either Company Merger Sub is a party or by which its assets are bound, or (iiy) result in the creation of any Encumbrance upon any of the properties or assets of SPAC either Company Merger Sub other than any restrictions under federal or state securities laws, this Agreement or the SPAC CharterOrganizational Documents of either Company Merger Sub, except in the case of sub-clauses (Ai), (Ciii), and (Div) of clause (ix) or clause (ii)y) above, as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a SPAC Material Adverse Effectmaterial adverse effect on the ability of either Company Merger Sub to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (cb) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (dc) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, not individually or in the aggregate, have, or reasonably be likely expected to have, a material adverse effect on the ability of SPAC to enter into and perform 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 SPAC, have been duly obtained or completed (as applicable) and are in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by SPAC of the transactions contemplated hereby and thereby will not (assuming the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (dc) 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, (A) any Governmental Order, (B) the SPAC Charter, (C) any applicable Law, (D) any Contract 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 or the SPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III and Article IV are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (db) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, not have a material adverse effect on the ability of SPAC the Merger Subs to enter into and perform its obligations under this Agreementconsummate the Transactions, 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 SPACeach Merger Sub, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other each Transaction Documents to which it a Merger Sub is or will be a party by SPAC such Merger Sub does not, and the consummation by SPAC such Merger Sub of the transactions contemplated hereby and thereby will not (not, assuming 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 (db) of the immediately preceding sentence) , (ix) 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 SPACsuch Merger Sub) or cancellation under, (Ai) any Governmental Order, (Bii) any provision of the SPAC CharterOrganizational Documents of such Merger Sub, (Ciii) any applicable Law, (Div) any Contract to which SPAC such Merger Sub is a party or by which its assets are bound, or (iiy) result in the creation of any Encumbrance upon any of the properties or assets of SPAC such Merger Sub other than any restrictions under federal or state securities laws, this Agreement or the SPAC CharterOrganizational Documents of such Merger Sub, except in the case of sub-clauses (Ai), (Ciii), and (Div) of clause (ix) or clause (ii)y) above, as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a SPAC 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 III IV are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Company Shareholders’ Approval, (cb) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (dc) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, a material effect on the ability of SPAC the Company to enter into and perform 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 SPACthe Company, have been duly obtained or completed (as applicable) and are in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC the Company does not, and the consummation by SPAC the Company of the transactions contemplated hereby and thereby will not (not, assuming the representations and warranties in Article III IV are true and correct, and except for the matters referred to in clauses (a) through (dc) 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 SPACany Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of any Group Company, each as currently in effect, (C) any applicable Law, (D) any Material Contract 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 any Group Company other than any restrictions under federal or state securities laws, this Agreement or Agreement, the SPAC CharterCompany Charter and Permitted Encumbrances, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III IV are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Company Shareholders’ Approval, (cb) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (dc) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, a material effect on the ability of SPAC the Company to enter into and perform 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 SPACthe Company, have been duly obtained or completed (as applicable) and are in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC the Company does not, and the consummation by SPAC the Company of the transactions contemplated hereby and thereby will not (not, assuming the representations and warranties in Article III IV are true and correct, and except for the matters referred to in clauses (a) through (dc) 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 SPACany Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of any Group Company, each as currently in effect, (C) any applicable Law, (D) any Contract 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 or the SPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse Effect.,

Consents; No Conflicts. Assuming the representations and warranties in Article III IV and Article V are true and correct, except (a) as otherwise set forth in Section 4.5 3.6 of the SPAC Company Disclosure Letter, (b) for the SPAC Company Shareholders’ Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (d) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely expected to have, a material adverse effect on the ability of SPAC the Company to enter into and perform 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 SPACthe Company, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC the Company does not, and the consummation by SPAC the Company of the transactions contemplated hereby and thereby will not (not, assuming the representations and warranties in Article III IV and Article V are true and correct, and except for the matters referred to in clauses (a) through (d) 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 SPACany Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of any Group Company, each as currently in effect, (C) any applicable Law, (D) any Material Contract 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 any Group Company other than any restrictions under federal or state securities laws, this Agreement or Agreement, the SPAC CharterCompany Charter and Permitted Encumbrances, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III and Article V are true and correct, except the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by SPAC of the Transactions will not, require any filings by SPAC under the HSR Act or the obtainment by SPAC of any required pre-Closing approvals or clearances under any other applicable Laws. Except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC ShareholdersStockholders’ Approval, (cb) for the registration or filing with the Cayman RegistrarSecretary of State of the State of Delaware, the SEC or applicable state blue sky or other securities laws Laws filings with respect to the Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (dc) for such other filings, notifications, notices, submissions, applications, or consents consents, the failure of which to be obtained or made would not, individually or in the aggregate, have, or not reasonably be likely expected to have, have a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementMaterial 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 SPAC, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance by SPAC of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC does do not, and the consummation by SPAC of the transactions contemplated hereby and thereby Transactions will not (assuming the representations and warranties in Article III and Article V are true and correct), except for the matters referred to in clauses (a) through (dc) 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, (A) any Governmental Order, (B) the SPAC Charter, (C) any applicable LawLaws, or (D) any Contract 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 lawsLaws, this Agreement or the SPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not reasonably be expected to have a SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except Except (a) as otherwise set forth in Section 4.5 3.6 of the SPAC Company Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) for the registration any registrations or filing filings with the Cayman RegistrarSEC, the SEC OTC, Canadian Securities Authority, AIM, or TSXV or pursuant to applicable state blue sky or other securities laws filings with respect to the Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and Transactions, (dc) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely expected to have, a material an adverse effect on the ability of SPAC any Company to enter into and timely perform its obligations under this AgreementAgreement in any material respect, and (d) assuming the representations and warranties in Article IV are true and correct, (y) the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is or will be a party by any Company does not, and the consummation by each Company of the Transactions will not, require any filings by any Company under applicable Antitrust Laws or the obtainment by any Company of any required pre-Closing approvals or clearances under any other applicable Laws, (z) 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 SPACthe Company, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is they are or will be a party parties by SPAC each Company does not, and the consummation by SPAC such Company of the transactions contemplated hereby Transactions will not, and thereby will not (assuming the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (d) of the immediately preceding sentence) , (i) result in any material violation of, be in conflict with, or constitute a default that would be material to any Company under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of SPACany Company) or cancellation under, (A) any Governmental Orderprovision of the Organizational Documents of any Company, each as currently in effect, (B) the SPAC Charterany Governmental Order, (C) any applicable LawLaws, (D) any Contract Company Material Contract, or (E) any license, permit or approval from any Governmental Authority or other Person, except in each case of clauses (B) through (E), for such violations, conflicts, breaches, defaults or failures to which SPAC is act that would not be material to the Companies taken as a party or by which its assets are boundwhole, or (ii) result in the creation of any Encumbrance upon any of the properties properties, rights or assets of SPAC any Company other than any restrictions under federal or state securities lawsLaws, this Agreement or Agreement, the SPAC Charter, except in the case Organizational Documents of sub-clauses (A), (C), each Company and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse EffectPermitted Encumbrances.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except Except (a) as otherwise set forth in Section 4.5 5.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) 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 Laws filings with respect to the Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (d) for such other filings, notifications, notices, submissions, applications, or consents consents, the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, not have a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementMaterial 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 SPAC, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents by SPAC to which it is or will be a party by SPAC does do not, and the consummation by SPAC of the transactions contemplated hereby and thereby will not (assuming the representations and warranties in Article III IV are true and correct, except for the matters referred to in clauses (a) through (d) 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, (A) any Governmental Order, (B) the SPAC Charter, (C) any applicable LawLaws, or (D) any Contract 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 lawsLaws, this Agreement or the SPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (db) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, not have a material adverse effect on the ability of SPAC the Acquisition Entities to enter into and perform its obligations under this Agreementconsummate the Transactions, 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 SPACeach Acquisition Entity, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other each Transaction Documents to which it an Acquisition Entity is or will be a party by SPAC each Acquisition Entity does not, and the consummation by SPAC such Acquisition Entity of the transactions contemplated hereby and thereby will not (not, assuming 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 (db) of the immediately preceding sentence) , (ia) 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 SPACsuch Acquisition Entity) or cancellation under, (Ai) any Governmental Order, (Bii) any provision of the SPAC CharterOrganizational Documents of such Acquisition Entity, (Ciii) any applicable Law, (Div) any Contract to which SPAC such Acquisition Entity is a party or by which its assets are bound, or (iib) result in the creation of any Encumbrance upon any of the properties or assets of SPAC such Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement or the SPAC CharterOrganizational Documents of such Acquisition Entity, except in the case of sub-clauses (Ai), (Ciii), and (Div) of clause (ia) or clause (ii)b) above, as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a SPAC 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 III are true and correct, except Except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, Merger Sub Shareholder’s Approval and (b) for the SPAC Shareholders’ Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (d) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably not be likely materially adverse to have, a material effect on the ability of SPAC Merger Sub to enter into and perform its obligations under this Agreementconsummate the Transactions, 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 SPACMerger Sub, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it Merger Sub is or will be a party by SPAC Merger Sub does not, and the consummation by SPAC Merger Sub of the transactions contemplated hereby and thereby Transactions will not (assuming the representations and warranties in Article III are true and correctnot, except for the matters referred to in clauses (a) through (d) 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 SPACMerger Sub) or cancellation under, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of Merger Sub, (C) any applicable LawLaws, or (D) any Contract to which SPAC Merger Sub 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 Merger Sub other than any restrictions under federal or state securities lawsLaws, this Agreement or the SPAC CharterOrganizational Documents of Merger Sub, except in the case of sub-clauses (A), (C), and (D) of clause (i) above or clause (ii)) above, as has not had, and would not have a SPAC Material Adverse Effectreasonably be expected to be, individually or in the aggregate, materially adverse to the ability of Merger Sub to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except Except (a) as otherwise set forth in Section 4.5 4.6 of the SPAC Company Disclosure Letter, (b) for the SPAC Company Shareholders’ Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act Transactions, and (d) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely expected to have, a material adverse effect on the ability of SPAC the Company to enter into and perform 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 SPACthe Company, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC the Company does not, and the consummation by SPAC the Company of the transactions contemplated hereby and thereby will not (not, assuming the representations and warranties in Article III V and Article VI are true and correct, and except for the matters referred to in clauses (a) through (d) of the immediately preceding sentence) , (i) result in any material violation of, be in conflict with, or constitute a default that would be material to the Company under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of SPACany Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of any Group Company, each as currently in effect, (C) any applicable Law, Laws or (D) any Material Contract 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 any Group Company other than any restrictions under federal or state securities lawsLaws, this Agreement or Agreement, the SPAC Charter, except in the case of sub-clauses (A), (C), Company Charter and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse EffectPermitted Encumbrances.

Consents; No Conflicts. Assuming the representations and warranties in Article III IV and Article V are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Company Disclosure Letter, (b) for the SPAC Company Shareholders’ Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (d) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, not have a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementCompany 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 SPACthe Company, have been duly obtained or completed (as applicable) and are in full force and effecteffect as of the date of this Agreement. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC the Company does not, and the consummation by SPAC the Company of the transactions contemplated hereby and thereby will not not (i) (assuming the representations and warranties in Article III are true and correct, except for compliance with the matters referred to in clauses (a) through (d) 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 SPACany Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of any Group Company, each as currently in effect, (C) any applicable Law, (D) any Material Contract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Encumbrance Security Interest upon any of the properties or assets of SPAC any Group Company other than any restrictions under federal or state securities laws, this Agreement or Agreement, the SPAC CharterCompany Charter and Permitted Encumbrances, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (cb) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (dc) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, not individually or in the aggregate, have, or reasonably be likely expected to have, a material adverse effect on the ability of SPAC to enter into and perform 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 SPAC, have been duly obtained or completed (as applicable) and are in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by SPAC of the transactions contemplated hereby and thereby will not (assuming the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (dc) 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, (A) any Governmental Order, (B) the SPAC Charter, (C) any applicable Law, (D) any Contract 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 or the SPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse Effect.,

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (d) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, not have a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementMaterial 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 SPAC, have been duly obtained or completed (as applicable) and are in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by SPAC of the transactions contemplated hereby and thereby will not (i) (assuming the representations and warranties in Article III are true and correct, except for compliance with the matters referred to in clauses (a) through (d) 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, , (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of SPAC, (C) any applicable Law, (D) any Contract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Encumbrance Security Interest upon any of the properties or assets of SPAC other than any restrictions under federal or state securities laws, this Agreement or the SPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC ShareholdersStockholders’ Approval, (cb) for the registration or filing with the Cayman RegistrarDelaware Secretary of State, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (dc) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, not individually or in the aggregate, have, or reasonably be likely expected to have, a material adverse effect on the ability of SPAC to enter into and perform 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 SPAC, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by SPAC of the transactions contemplated hereby and thereby will not (assuming the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (d) 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, (A) any Governmental Order, (B) the SPAC Charter, (C) any applicable Law, (D) any Contract 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 or the SPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III IV and Article VI are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Company Disclosure Letter, (b) for the SPAC Shareholders’ Company Shareholders Approval, (c) 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 and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act Transactions, (d) as required by HSR Act, and (de) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, not have a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementCompany 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 SPACany Group Company and any of its Affiliates, have been duly obtained or completed (as applicable) and are in full force and effecteffect as of the date of this Agreement. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC the Company does not, and the consummation by SPAC the Company of the transactions contemplated hereby and thereby will not (i) (assuming the representations and warranties in Article III are true and correct, except for compliance with the matters referred to in clauses (a) through (d) 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 SPACany Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of any Group Company, (C) any applicable LawLaw or public privacy policy, (D) any Material Contract to which SPAC is a party or by which its assets are boundmaterial Real Property Lease, or (ii) result in the creation of any Encumbrance Lien upon any of the properties or assets of SPAC any Group Company other than any restrictions under federal or state securities laws, this Agreement or Agreement, the SPAC CharterCompany Shareholders’ Agreement, the Company Articles and Permitted Liens, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III IV and Article V are true and correct, except (a) as otherwise set forth in Section 4.5 3.6 of the SPAC Company Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) 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, (c) the expirations of waiting periods and the publication of notification of filings, notices, reports, consents, registrations, approvals, permits and authorizations under the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act HSR Act, and (d) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely expected to have, a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementCompany 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 SPACthe Company, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC the Company does not, and the consummation by SPAC the Company of the transactions contemplated hereby and thereby (including the Transactions) will not (not, assuming the representations and warranties in Article III IV and Article V are true and correct, and except for the matters referred to in clauses (a) through (d) 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 SPACany Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of any Group Company, each as currently in effect, (C) any applicable Law, (D) any Material Contract 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 any Group Company other than any restrictions under federal or state securities laws, this Agreement or Agreement, the SPAC CharterCompany Charter and Permitted Encumbrances, except in the case of sub-clauses (A), (C), ) and (D) of clause (i) or ), and clause (ii), as would not have have, or reasonably be expected to have, a SPAC Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III IV and Article VI are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act Transactions, and (db) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, not have a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementCompany 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 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 SPACeach Company Acquisition Entity, have been duly obtained or completed (as applicable) and are in full force and effect. The execution, delivery delivery, and performance of this Agreement Agreement, the Plan of Initial Merger and the other each Transaction Documents to which it is or will be a party by SPAC each Company Acquisition Entity does not, and the consummation by SPAC such Company Acquisition Entity of the transactions contemplated hereby and thereby will not (assuming the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (d) 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 SPACsuch Company Acquisition Entity) or cancellation under, (Aa) (i) any Governmental Order, (Bii) any provision of the SPAC CharterOrganizational Documents of such Company Acquisition Entity, (Ciii) any applicable LawLaw or public privacy policy, (Div) any Contract to which SPAC such Company Acquisition Entity is a party or by which its assets are bound, or (iib) result in the creation of any Encumbrance Lien upon any of the properties or assets of SPAC such Company Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement or the SPAC CharterOrganizational Documents of such Company Acquisition Entity, except in the case of sub-clauses (Ai), (Ciii), and (Div) of clause (i) or clause (iia), as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a SPAC Material Adverse Effectmaterial adverse effect on the ability of any Company 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 III are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (d) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, not individually or in the aggregate, have, or reasonably be likely expected to have, a material adverse effect on the ability of SPAC to enter into and perform 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 SPAC, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by SPAC of the transactions contemplated hereby and thereby will not (assuming the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (d) 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, (A) any Governmental Order, (B) the SPAC Charter, (C) any applicable Law, (D) any Contract 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 or the SPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) 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, (d) the expirations of waiting periods and the publication of notification of filings, notices, reports, consents, registrations, approvals, permits and authorizations under the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act HSR Act, and (de) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, not individually or in the aggregate, have, or reasonably be likely expected to have, a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementMaterial 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 SPAC, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by SPAC of the transactions contemplated hereby and thereby (including the Transactions) will not (assuming the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (de) 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, (A) any Governmental Order, (B) the SPAC Charter, (C) any applicable Law, (D) any Contract 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 or the SPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III and Article V are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Shareholders Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act Transactions, and (d) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, not have a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementMaterial 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 SPAC, have been duly obtained or completed (as applicable) and are in full force and effect. The execution, delivery and performance of this Agreement Agreement, the 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 SPAC of the transactions contemplated hereby and thereby will not (i) (assuming the representations and warranties in Article III are true and correct, except for compliance with the matters referred to in clauses (a) through (d) 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, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of SPAC, (C) any applicable LawLaw or public privacy policy, (D) any Contract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Encumbrance Lien upon any of the properties or assets of SPAC other than any restrictions under federal or state securities laws, this Agreement or the SPAC CharterArticles, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) 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 and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (d) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, not individually or in the aggregate, have, or reasonably be likely expected to have, a material adverse effect on the ability of SPAC to enter into and perform 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 SPAC, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by SPAC of the transactions contemplated hereby and thereby will not (assuming the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (d) 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, (A) any Governmental Order, (B) the SPAC Charter, (C) any applicable Law, (D) any Contract 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 or the SPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III IV are true and correct, except (a) as otherwise set forth in Section 4.5 3.6 of the SPAC Company Disclosure LetterSchedules, (b) for any approvals required pursuant to Antitrust Laws, (c) for the SPAC Shareholders’ Required Company Shareholder Approval, (cd) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act Transaction, and (de) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely expected to have, a material effect and adverse impact on the ability of SPAC the Company to enter 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 SPACthe Company, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effecteffect as of the Closing. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC the Company does not, and the consummation by SPAC the Company of the transactions contemplated hereby and thereby Transaction will not (not, assuming the representations and warranties in Article III IV are true and correct, and except for the matters referred to in clauses (a) through (de) 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 SPACany Subsidiary of the Company) or cancellation under, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of the Company or any of its Subsidiaries, each as currently in effect, (C) any applicable Law, Law or (D) any Contract to which SPAC is a party or by which its assets are boundMaterial Contract, or (ii) result in the creation of any Encumbrance upon any of the properties or assets of SPAC the Company or any of its Subsidiaries other than any restrictions under federal or state securities lawsthis Agreement, this Agreement or the SPAC CharterCompany Organizational Documents and Permitted Encumbrances, except in the case of sub-clauses (A), (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 SPAC Material Adverse Effectwhole.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act Transactions, and (db) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, not have a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementCompany 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 SPACthe Acquisition Entities, have been duly obtained or completed (as applicable) and are in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by SPAC each Acquisition Entity of the transactions contemplated hereby and thereby will not (assuming the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (d) 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 SPACsuch Acquisition Entity) or cancellation under, (Ai) any Governmental Order, (Bii) any provision of the SPAC CharterOrganizational Documents of each Acquisition Entity, or (Ciii) any applicable Law, (D) any Contract 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 or the SPAC CharterOrganizational Documents of each Acquisition Entity, except in the case of sub-clauses (Ai), (Cii), and (D) of clause (i) or clause (iiiii), as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a SPAC Material Adverse Effectmaterial adverse effect on the ability of the Acquisition Entities 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 III are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) 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 Transactions, (b) the publication of notification filing of the Mergers in Acquisition Merger Filing Documents and any related registrations with the Cayman Islands Government Gazette pursuant to the Cayman Act respective commercial register and (dc) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, not have a material effect on the ability of SPAC to enter into and perform its obligations under this AgreementCompany 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 SPACeach Acquisition Entity, have been duly obtained or completed (as applicable) and are in full force and effect. The execution, delivery and performance of this Agreement and the other each Transaction Documents to which it is or will be a party by SPAC each Acquisition Entity does not, and the consummation by SPAC such Acquisition Entity of the transactions contemplated hereby and thereby will not (assuming the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (d) 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 SPACsuch Acquisition Entity) or cancellation under, (Aa) (i) any Governmental Order, (Bii) any provision of the SPAC CharterOrganizational Documents of such Acquisition Entity, (Ciii) any applicable Law, (Div) any Contract to which SPAC such Acquisition Entity is a party or by which its assets are bound, or (iib) result in the creation of any Encumbrance Security Interest upon any of the properties or assets of SPAC such Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement or the SPAC CharterOrganizational Documents of such Acquisition Entity, except in the case of sub-clauses (Ai), (Ciii), and (Div) of clause (i) or clause (iia), as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a SPAC 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 III IV and Article V are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) 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 the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (db) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely expected to have, a material adverse effect on the ability of SPAC the Company to enter into and perform 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 SPACthe Company, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC the Company does not, and the consummation by SPAC the Company of the transactions contemplated hereby and thereby will not (not, assuming the representations and warranties in Article III IV and Article V are true and correct, and except for the matters referred to in clauses (a) through (db) 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 SPACany Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of any Group Company, each as currently in effect, (C) any applicable Law, (D) any Material Contract 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 any Group Company other than any restrictions under federal or state securities laws, this Agreement or Agreement, the SPAC CharterCompany Charter and Permitted Encumbrances, except in the case of sub-clauses (A), (C), and (D) of clause (i) or and clause (ii), as would not have a SPAC Company Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III IV and Article V are true and correct, except (a) as otherwise set forth in Section 4.5 3.06 of the SPAC Company Disclosure Letter, (b) for the SPAC Company Shareholders’ Approval, (c) for the registration or filing with the Cayman RegistrarRegistrar of Corporate Affairs of the British Virgin Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions and the publication of notification of the Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (d) for such other filings, notifications, notices, submissions, applications, applications or consents the failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely expected to have, a material adverse effect on the ability of SPAC the Company to enter into and perform 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 SPACthe Company, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC the Company does not, and the consummation by SPAC the Company of the transactions contemplated hereby and thereby will not (not, assuming the representations and warranties in Article III IV and Article V are true and correct, and except for the matters referred to in clauses (a) through (d) 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 SPACany Group Company) or cancellation under, (A) any Governmental Order, (B) any provision of the SPAC CharterOrganizational Documents of any Group Company, each as currently in effect, (C) any applicable Law, (D) any Material Contract 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 any Group Company other than any restrictions under federal or state securities laws, this Agreement or Agreement, the SPAC CharterCompany Charter and Permitted Encumbrances, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Company Material Adverse Effect.