Common use of Conditions to Closing of the Issuer Clause in Contracts

Conditions to Closing of the Issuer. The Issuer’s obligations to sell and issue the Shares at the PIPE Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Issuer, on or prior to the PIPE Closing Date, of each of the following conditions: 3.2.1 The representations and warranties made by Subscriber in Section 2.1 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 Subscriber 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 Subscriber of each of the representations and warranties of Subscriber in this Subscription Agreement as of the PIPE Closing. 3.2.2 Subscriber 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 Subscriber 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 Subscriber to consummate the PIPE Closing. 3.2.3 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. 3.2.4 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.

Conditions to Closing of the Issuer. The Issuer’s obligations to sell and issue the Shares at the PIPE Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Issuer, on or prior to the PIPE Closing Date, of each of the following conditions: 3.2.1 (a) The representations and warranties made by the Subscriber in Section 2.1 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 Subscriber 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 Subscriber of each of the representations and warranties of Subscriber in this Subscription Agreement as of the PIPE Closing. 3.2.2 (b) Subscriber 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 Subscriber 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 Subscriber to consummate the PIPE Closing. 3.2.3 (c) 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 AgreementSubscription. 3.2.4 (d) All conditions precedent to each of the Issuer’s, the Company’s and Irish HoldcoBroadstone’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 substantially concurrently with the terms and subject to the conditions of Section 3.1Closing.

Conditions to Closing of the Issuer. The Issuer’s obligations to sell and issue the Shares at relevant Investment Securities pursuant to the PIPE Closing terms included herein are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Issuer, on or prior to the PIPE relevant Closing Date, as applicable, of each of the following conditions: 3.2.1 4.6.1 The representations and warranties made by Subscriber the Investor in Section 2.1 3.1 hereof shall be true and correct in all material respects as of the PIPE relevant Closing Date (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 Subscriber Investor Material Adverse Effect, which representations and warranties shall be so true and correct in all respects as of the PIPE relevant Closing Date (or, if such representation and warranties speak as of another date, as of such date)), and consummation of the PIPE relevant Closing shall constitute a reaffirmation by Subscriber the Investor of each of the representations and warranties of Subscriber the Investor in this Subscription Investment Agreement as of the PIPE Closingrelevant Closing Date. 3.2.2 Subscriber 4.6.2 The Investor shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Subscription Investment Agreement to be performed, satisfied or complied with by Subscriber the Investor at or prior to the PIPE Closingrelevant Closing Date, 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 Subscriber the Investor to consummate the PIPE relevant Closing. 3.2.3 4.6.3 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. 3.2.4 All conditions precedent to each of the Issuer’sInitial Investment, the Company’s and Irish Holdco’s obligations to consummateFurther Investment or the Additional Further Investment, 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 3.1applicable.

Conditions to Closing of the Issuer. The Issuer’s obligations to sell and issue the Shares at the PIPE Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Issuer, on or prior to the PIPE Closing Date, of each of the following conditions: 3.2.1 The representations and warranties made by the Subscriber in Section 2.1 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 Subscriber 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)) in all respects), and but, in each case, (x) without giving effect to consummation of the PIPE Closing shall constitute a reaffirmation by Transactions and (y) other than failures to be true and correct that would not result, individually or in the aggregate, in an Subscriber of each of the representations and warranties of Subscriber in this Subscription Agreement as of the PIPE ClosingMaterial Adverse Effect. 3.2.2 Subscriber shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by Subscriber 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 Subscriber to consummate the PIPE Closing. 3.2.3 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 or Israel 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 AgreementSubscription. 3.2.4 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 The Transactions set forth in the Business Combination Agreement shall have been or will be consummated pursuant to substantially concurrently with the terms and subject to the conditions of Section 3.1Closing.

Conditions to Closing of the Issuer. The Issuer’s obligations to sell and issue the Shares at the PIPE Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Issuer, on or prior to the PIPE Closing Date, of each of the following conditions: 3.2.1 The representations and warranties made by the Subscriber in Section 2.1 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 Subscriber 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 Subscriber of each of the representations and warranties of Subscriber in this Subscription Agreement as of the PIPE Closing. 3.2.2 Subscriber 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 Subscriber 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 Subscriber to consummate the PIPE Closing. 3.2.3 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 AgreementSubscription. 3.2.4 All conditions precedent to each of the Issuer’s, the Company’s and Irish HoldcoBroadstone’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 substantially concurrently with the terms and subject to the conditions of Section 3.1Closing.

Conditions to Closing of the Issuer. The Issuer’s obligations to sell and issue the Shares at relevant Investment Securities pursuant to the PIPE Closing terms included herein are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Issuer, on or prior to the PIPE relevant Closing Date, as applicable, of each of the following conditions: 3.2.1 4.4.1 The representations and warranties made by Subscriber the Mxxxxxx Investor in Section 2.1 3.1 hereof shall be true and correct in all material respects as of the PIPE relevant Closing Date (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 Subscriber Mxxxxxx Investor Material Adverse Effect, which representations and warranties shall be so true and correct in all respects as of the PIPE relevant Closing Date (or, if such representation and warranties speak as of another date, as of such date)), and consummation of the PIPE relevant Closing shall constitute a reaffirmation by Subscriber the Mxxxxxx Investor of each of the representations and warranties of Subscriber the Mxxxxxx Investor in this Subscription Investment Agreement as of the PIPE Closingrelevant Closing Date. 3.2.2 Subscriber 4.4.2 The Mxxxxxx Investor shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Subscription Investment Agreement to be performed, satisfied or complied with by Subscriber the Mxxxxxx Investor at or prior to the PIPE Closingrelevant Closing Date, 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 Subscriber the Mxxxxxx Investor to consummate the PIPE relevant Closing. 3.2.3 4.4.3 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. 3.2.4 All conditions precedent to each of the Issuer’sInitial Investment, the Company’s and Irish Holdco’s obligations to consummateFurther Investment or the Additional Further Investment, 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 3.1applicable.