Common use of Closing Conditions to Closing Clause in Contracts

Closing Conditions to Closing. (a) The consummation of the purchase and sale of the Purchased Tokens and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Company, on a date to be determined by the Company in its sole discretion. The Closing shall occur (the “Closing Date”) no earlier than the date that the Company has received commitments from all purchasers in the aggregate of not less than $5,000,000 (the “Minimum Offering Amount”). The Closing is conditioned upon (i) the representations and warranties of Purchaser contained in Section 2 being be true and correct in all respects as of the Closing Date, (ii) the delivery by Purchaser to the Company of the Aggregate Purchase Price, as set forth in Section 1.3, and (iii) Purchaser’s successful creation of an account on the Website, including having provided accurate and complete “know your customer” forms and related identification documents in the form requested through the Website. (b) The Company does not represent or warrant that the process of purchasing and/or receiving Tokens will be uninterrupted or error-free. (c) At the Closing, subject to the terms hereof, the Company shall register the number of Tokens equal to the Aggregate Purchase Price divided by the Purchase Price in such name or names as the Purchaser shall designate in the Company’s Token register. The Company shall also reflect the Purchaser’s ownership of Tokens on the Ethereum blockchain. Upon the Closing, Xxxxxxxxx agrees to be bound by any and all documents and agreements applicable to purchasers in connection with the Closing. To the extent legally required, at the Closing, the Company shall deliver to Purchaser evidence of Purchaser’s ownership of the Purchased Tokens to the Purchaser’s account on the Website.

Closing Conditions to Closing. (a) The consummation closing of the purchase and sale of the Purchased Tokens and the other transactions contemplated hereby UM Partners Units (the “Closing”) shall take place at substantially simultaneously with and shall be subject to the offices consummation of Company, on a date to be determined by the Company transactions set forth in its sole discretionthe Business Combination Agreement (the “BCA Closing”). The date on which the Closing shall occur (occurs is referred to as the “Closing Date”. (b) no earlier than The obligation of each Party to consummate the date that the Company has received commitments from all purchasers in the aggregate of not less than $5,000,000 (the “Minimum Offering Amount”). The Closing is conditioned upon subject to the satisfaction (or the waiver in writing by such Party) of the following conditions at or prior to the Closing (or at such other time as otherwise set forth below): (i) the BCA Closing shall occur substantially simultaneously with the Closing; (ii) no Governmental Entity shall have enacted, issued or promulgated any Law that has the effect of making the consummation of the transactions contemplated hereby illegal or of prohibiting or otherwise preventing the consummation of the transactions contemplated hereby; and (iii) no Governmental Entity shall have issued or entered any Order that has the effect of making the consummation of the transactions contemplated hereby illegal or of prohibiting or otherwise preventing the consummation of the transactions contemplated hereby. (c) The obligation of the Buyer to consummate the Closing is subject to the satisfaction (or the waiver in writing by the Buyer) of the following conditions at or prior to the Closing: (i) Seller shall have delivered to the Buyer a properly completed and duly executed Internal Revenue Service Form W-9; (ii) Seller shall have delivered to the Buyer an assignment with respect to all of the UM Partners Units in the form attached as Exhibit B hereto, duly executed by Seller; (iii) (A) each of the representations and warranties of Purchaser contained Seller set forth in Section 2 being 2.1 (Organization; Authority; Enforceability), Section 2.2 (Capitalization and Ownership), Section 2.3 (Noncontravention) and Section 2.4 (Brokerage) shall be true and correct in all respects (except for de minimis inaccuracies) on and as of the Effective Date and on and as of the Closing Date (as if made on and as of the Closing Date); and (B) the other representations and warranties set forth in Article 2 shall be true and correct in all material respects on and as of the Effective Date and on and as of the Closing Date (as if made on and as of the Closing Date); provided, that in the case of clause (B), each of the representations and warranties qualified by the term “material,” “material adverse effect” or words of similar import shall be true and correct in all respects on and as of the Effective Date and on and as of the Closing Date (as if made on and as of the Closing Date); and (iv) Seller shall have delivered to the Buyer a duly executed certificate from an authorized Person of Seller in the form attached hereto as Exhibit C (the “Seller Bring-Down Certificate”), dated as of the Closing Date, (ii) certifying that the delivery by Purchaser to the Company of the Aggregate Purchase Price, as condition set forth in Section 1.31.2(c)(iii) hereof with respect to Seller has been satisfied. (d) The obligation of Seller to consummate the Closing is subject to the satisfaction (or the waiver in writing by Seller) of the following conditions at or prior to the Closing: (i) the Buyer shall have paid (A) the Purchase Price and (B) any accrued and unpaid amount of the Commitment Fee (as defined in the Securities Purchase Agreement) with respect to the period ending on the Closing Date, in each case, in cash by wire transfer of immediately available funds to such bank account as shall be designated by Seller no later than three (3) Business Days prior to the Closing; (ii) (A) each of the representations and warranties of the Buyer set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2 (Noncontravention) and Section 3.4 (Brokerage) shall be true and correct in all material respects on and as of the Effective Date and on and as of the Closing Date (as if made on and as of the Closing Date); provided, that each of the representations and warranties qualified by the term “material,” “material adverse effect” or words of similar import shall be true and correct in all respects on and as of the Effective Date and on and as of the Closing Date (as if made on and as of the Closing Date); and (B) the other representations and warranties set forth in Article 3 shall be true and correct in all respects on and as of the Effective Date and on and as of the Closing Date (as if made on and as of the Closing Date), except, in the case of clause (B), to the extent such failure of any representation or warranty to be so true and correct has not had or would not be reasonably expected to have a material adverse effect upon the ability of the Buyer to perform its obligations and to consummate the transactions contemplated by this Agreement; and (iii) Purchaser’s successful creation the Buyer shall have delivered to Seller a duly executed certificate from an authorized Person of an account on the Website, including having provided accurate and complete “know your customer” forms and related identification documents Buyer in the form requested through attached hereto as Exhibit D (the Website. (b) The Company does not represent or warrant “Buyer Bring-Down Certificate”), dated as of the Closing Date, certifying that the process of purchasing and/or receiving Tokens will be uninterrupted or error-free. (ccondition set forth in Section 1.2(d)(ii) At the Closing, subject hereof with respect to the terms hereof, the Company shall register the number of Tokens equal to the Aggregate Purchase Price divided by the Purchase Price in such name or names as the Purchaser shall designate in the Company’s Token register. The Company shall also reflect the Purchaser’s ownership of Tokens on the Ethereum blockchain. Upon the Closing, Xxxxxxxxx agrees to be bound by any and all documents and agreements applicable to purchasers in connection with the Closing. To the extent legally required, at the Closing, the Company shall deliver to Purchaser evidence of Purchaser’s ownership of the Purchased Tokens to the Purchaser’s account on the WebsiteBuyer has been satisfied.

Closing Conditions to Closing. (a) The consummation of the purchase and sale of the Purchased Tokens and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Company, on a date to be determined by the Company in its sole discretion. The Closing shall occur (the “Closing Date”) no earlier than the date that the Company has received commitments from all purchasers in the aggregate of not less than $5,000,000 (the “Minimum Offering Amount”). The Closing is conditioned upon (i) the representations and warranties of Purchaser contained in Section 2 being be true and correct in all respects as of the Closing Date, (ii) the delivery by Purchaser to the Company of the Aggregate Purchase Price, as set forth in Section 1.3, and (iii) Purchaser’s successful creation of an account on the WebsitePurchasing Site, including having provided accurate and complete “know your customer” forms and related identification documents in the form requested through the WebsitePurchasing Site. (b) The Company does not represent or warrant that the process of purchasing and/or receiving Tokens will be uninterrupted or error-free. (c) At the Closing, subject to the terms hereof, the Company shall register allocate to the Purchaser’s account on the Purchasing Site the number of Tokens equal to the Aggregate Purchase Price divided by the Purchase Price in such name or names as Price. If and when the Purchaser shall designate in the Company’s Token register. The Company shall also reflect the INX Trading platform becomes operational, Purchaser’s ownership of Tokens accounts on the Ethereum blockchain. Upon the ClosingPurchasing Site will be transferred to an account of Purchaser held by INX Services, Xxxxxxxxx agrees to be bound by any and all documents and agreements applicable to purchasers in connection with the Closing. To the extent legally required, at the Closing, unless Purchaser otherwise directs the Company shall deliver to Purchaser evidence of Purchaser’s ownership of the Purchased transfer such Tokens to the Purchaser’s account an Ethereum wallet address that is on the WebsiteWhitelist Database (as defined below).

Closing Conditions to Closing. (a) The consummation of the purchase and sale of the Purchased Tokens and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Company, on a date to be determined by the Company in its sole discretion. The Closing shall occur (the “Closing Date”) no earlier than the date that the Company has received commitments from all purchasers in the aggregate of not less than $5,000,000 (the “Minimum Offering Amount”). The Closing is conditioned upon (i) the representations and warranties of Purchaser contained in Section 2 being be true and correct in all respects as of the Closing Date, (ii) the delivery by Purchaser to the Company of the Aggregate Purchase Price, as set forth in Section 1.3, and (iii) Purchaser’s successful creation of an account on the WebsitePurchasing Site, including having provided accurate and complete “know your customer” forms and related identification documents in the form requested through the WebsitePurchasing Site. (b) The Company does not represent or warrant that the process of purchasing and/or receiving Tokens will be uninterrupted or error-free. (c) At the Closing, subject to the terms hereof, the Company shall register allocate to the Purchaser’s account on the Purchasing Site the number of Tokens equal to the Aggregate Purchase Price divided by the Purchase Price in such name or names as Price. If and when the Purchaser shall designate in the Company’s Token register. The Company shall also reflect the INX Trading platform becomes operational, Purchaser’s ownership of Tokens accounts on the Ethereum blockchain. Upon the ClosingPurchasing Site will be transferred to an account of Purchaser held by INX Services, Xxxxxxxxx agrees to be bound by any and all documents and agreements applicable to purchasers in connection with the Closing. To the extent legally required, at the Closing, unless Purchaser otherwise directs the Company to transfer such Tokens to an Ethereum wallet address that is on the Whitelist Database (as defined below). (d) In the event that the Closing does not take place for any reason with respect to some or all of the Tokens, all funds delivered by Purchaser in accordance with Section 1.3 for the Tokens not sold shall deliver be returned to Purchaser evidence of Purchaser’s ownership of the Purchased Tokens to the Purchaser’s account on the Websiteas soon as practicable, without interest.