Common use of Conditions to Closing of Subscriber Clause in Contracts

Conditions to Closing of Subscriber. Subscriber’s obligation to purchase the Shares at the PIPE Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by Subscriber, on or prior to the PIPE Closing, of each of the following conditions: 3.3.1 The representations and warranties made by the Issuer in Section 2.2 hereof shall be true and correct in all material respects as of the PIPE Closing (or, if such representation and warranties speak as of another date, as of such date) (other than representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be so true and correct in all respects as of the PIPE Closing (or, if such representation and warranties speak as of another date, as of such date)), and consummation of the PIPE Closing shall constitute a reaffirmation by the Issuer of each of the representations and warranties of the Issuer in this Subscription Agreement as of the PIPE Closing. 3.3.2 The Issuer shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer at or prior to the PIPE Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the PIPE Closing. 3.3.3 There shall not be in force any order, law, rule, regulation, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority enjoining or prohibiting the consummation of the Subscription and Section 8.01(b) of the Business Combination Agreement shall not have been waived by any party to the Business Combination Agreement. 3.3.4 The Irish Holdco Shares (as defined below) shall have been approved for listing on Nasdaq and there shall not have occurred any suspension of the Irish Holdco Shares for sale or trading on Nasdaq and, to knowledge of Issuer, no proceedings for any such purpose shall have been initiated or threatened. 3.3.5 There shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially benefits one or more of the Other Subscribers thereunder unless Subscriber has been offered substantially the same benefits 3.3.6 All conditions precedent to each of the Issuer’s, the Company’s and Irish Holdco’s obligations to consummate, or cause to be consummated, the Transactions set forth in the Business Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the consummation of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transactions), and the Transactions set forth in the Business Combination Agreement shall have been or will be consummated pursuant to the terms and subject to the conditions of Section 3.1, and no amendment, modification or waiver of the Business Combination Agreement (as the same exists on the date hereof as provided to Subscriber) or any terms thereof shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s prior written consent.

Conditions to Closing of Subscriber. Subscriber’s obligation to purchase the Shares at the PIPE Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by Subscriber, on or prior to the PIPE Closing, of each of the following conditions: 3.3.1 (a) The representations and warranties made by the Issuer in Section 2.2 hereof and the representations and warranties made by Broadstone in Section 2.3 hereof shall be true and correct in all material respects as of the PIPE Closing (or, if such representation and warranties speak as of another date, as of such date) (other than representations and warranties that are qualified as to materiality materiality, Issuer Material Adverse Effect or Issuer Broadstone Material Adverse Effect, which representations and warranties shall be so true and correct in all respects as of the PIPE Closing (or, if such representation and warranties speak as of another date, as of such date)), but, in each case without giving effect to consummation of the Transactions, and consummation of the PIPE Closing shall constitute a reaffirmation by the Issuer of each of the representations and warranties of the Issuer in this Subscription Agreement as of the PIPE Closing. 3.3.2 The (b) Each of the Issuer and Broadstone shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer and Broadstone at or prior to the PIPE Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the PIPE Closing. 3.3.3 (c) There shall not be in force any order, law, rule, regulation, judgment, injunction, decree, writ, stipulation, determination judgment or award, in each case, entered injunction by or with any governmental authority in the United States enjoining or prohibiting the consummation of the Subscription and Section 8.01(b) of or the Business Combination Agreement shall not have been waived by any party to Transactions set forth in the Business Combination Agreement. 3.3.4 (d) The Irish Holdco Shares (as defined below) shall have been approved for listing on Nasdaq the NYSE and there shall not have occurred any suspension of the Irish Holdco Shares for sale or trading on Nasdaq the NYSE and, to knowledge of IssuerIssuer and Broadstone, no proceedings for any such purpose shall have been initiated or threatened. 3.3.5 (e) The Transactions set forth in the Business Combination Agreement shall have been or will be consummated concurrently with the Closing, provided that, in the event such Transactions have not been or would not reasonably be expected to be consummated due to (i) the assertion by the Company that any of the conditions set forth in Sections 10.1 or 10.2 of the Business Combination Agreement has not been or would not be satisfied or (ii) the assertion by Broadstone or the Issuer that the condition set forth in Section 10.3(a)(iii) of the Business Combination Agreement has not been or would not be satisfied, each of the Issuer and Broadstone acknowledges and agrees that the Subscriber shall not have any obligation to consummate the Closing or any liability with respect thereto; and provided further that, subject to Section 5 hereof, if the Issuer, Broadstone and the Company subsequently consummate the Transactions despite the assertion set forth in clause (i), the foregoing shall no longer apply; and the terms of the Business Combination Agreement (including the conditions thereto) shall not have been amended, and the Company shall not have waived any such term, in a manner that is materially adverse to the Subscriber (in its capacity as such). (f) There shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially benefits one or more of the Other Subscribers thereunder unless Subscriber has been offered substantially the same benefits 3.3.6 All conditions precedent to each of the Issuer’s, the Company’s and Irish Holdco’s obligations to consummate, or cause to be consummated, the Transactions set forth in the Business Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the consummation of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transactions), and the Transactions set forth in the Business Combination Agreement shall have been or will be consummated pursuant to the terms and subject to the conditions of Section 3.1, and no amendment, modification or waiver of the Business Combination Agreement (as the same exists on the date hereof as provided to Subscriber) or any terms thereof shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s prior written consent.

Conditions to Closing of Subscriber. Subscriber’s obligation to purchase the Shares at the PIPE Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by Subscriber, on or prior to the PIPE Closing, of each of the following conditions: 3.3.1 The representations and warranties made by the Issuer in Section 2.2 hereof and the representations and warranties made by Broadstone in Section 2.3 hereof shall be true and correct in all material respects as of the PIPE Closing (or, if such representation and warranties speak as of another date, as of such date) (other than representations and warranties that are qualified as to materiality materiality, Issuer Material Adverse Effect or Issuer Broadstone Material Adverse Effect, which representations and warranties shall be so true and correct in all respects as of the PIPE Closing (or, if such representation and warranties speak as of another date, as of such date)), but, in each case without giving effect to consummation of the Transactions, and consummation of the PIPE Closing shall constitute a reaffirmation by the Issuer of each of the representations and warranties of the Issuer in this Subscription Agreement as of the PIPE Closing. 3.3.2 The Each of the Issuer and Broadstone shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer and Broadstone at or prior to the PIPE Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the PIPE Closing. 3.3.3 There shall not be in force any order, law, rule, regulation, judgment, injunction, decree, writ, stipulation, determination judgment or award, in each case, entered injunction by or with any governmental authority in the United States enjoining or prohibiting the consummation of the Subscription and Section 8.01(b) of or the Business Combination Agreement shall not have been waived by any party to Transactions set forth in the Business Combination Agreement. 3.3.4 The Irish Holdco Shares (as defined below) shall have been approved for listing on Nasdaq the NYSE and there shall not have occurred any suspension of the Irish Holdco Shares for sale or trading on Nasdaq the NYSE and, to knowledge of IssuerIssuer and Broadstone, no proceedings for any such purpose shall have been initiated or threatened. 3.3.5 The Transactions set forth in the Business Combination Agreement shall have been or will be consummated concurrently with the Closing, provided that, in the event such Transactions have not been or would not reasonably be expected to be consummated due to (i) the assertion by the Company that any of the conditions set forth in Sections 10.1 or 10.2 of the Business Combination Agreement has not been or would not be satisfied or (ii) the assertion by Broadstone or the Issuer that the condition set forth in Section 10.3(a)(iii) of the Business Combination Agreement has not been or would not be satisfied, each of the Issuer and Broadstone acknowledges and agrees that the Subscriber shall not have any obligation to consummate the Closing or any liability with respect thereto; and provided further that, subject to Section 5 hereof, if the Issuer, Broadstone and the Company subsequently consummate the Transactions despite the assertion set forth in clause (i), the foregoing shall no longer apply; and the terms of the Business Combination Agreement (including the conditions thereto) shall not have been amended, and the Company shall not have waived any such term, in a manner that is materially adverse to the Subscriber (in its capacity as such). 3.3.6 There shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially benefits one or more of the Other Subscribers thereunder unless Subscriber has been offered substantially the same benefits 3.3.6 All conditions precedent to each of the Issuer’s, the Company’s and Irish Holdco’s obligations to consummate, or cause to be consummated, the Transactions set forth in the Business Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the consummation of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transactions), and the Transactions set forth in the Business Combination Agreement shall have been or will be consummated pursuant to the terms and subject to the conditions of Section 3.1, and no amendment, modification or waiver of the Business Combination Agreement (as the same exists on the date hereof as provided to Subscriber) or any terms thereof shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s prior written consent.