Common use of Conditions to the Company’s Obligation to Close Clause in Contracts

Conditions to the Company’s Obligation to Close. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to the fulfillment of the following conditions at or prior to the Closing (unless waived in whole or in part by the Company, in its sole and absolute discretion): (a) The representations and warranties of the Contributor contained in this Agreement (i) shall have been true and correct in all material respects on the date that such representations and warranties were made, and (ii) shall be true and correct in all material respects on the Closing Date (as defined in Section 7.1) as if made on and as of such date; (b) The obligations of the Contributor contained in this Agreement shall have been duly performed on or prior to the Closing Date and the Contributor shall not have breached any covenants contained herein in any material respect; (c) The Contributor shall have executed and delivered to the Company the documents required to be delivered pursuant to Sections 7.2(a) and 7.3; (d) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or other Governmental Entity that prohibits the consummation of the transactions contemplated hereby; (e) The Company’s registration statement on Form S-1 previously filed with the SEC shall have become effective under the Act, and shall not be the subject of any stop order or other Proceeding by the SEC seeking a stop order; (f) The closing of the Public Offering shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the closing of the Public Offering); and (g) The closing under the Xxxxxx Contribution Agreement shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the closing under the Xxxxxx Contribution Agreement).

Conditions to the Company’s Obligation to Close. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to the fulfillment of the following conditions at or prior to the Closing (unless waived in whole or in part by the Company, in its sole and absolute discretion): (a) The representations and warranties of the each Contributor contained in this Agreement (i) shall have been true and correct in all material respects on the date that such representations and warranties were made, and (ii) shall be true and correct in all material respects on the Closing Date (as defined in Section 7.1) as if made on and as of such date; (b) The obligations of the each Contributor contained in this Agreement shall have been duly performed on or prior to the Closing Date and the no Contributor shall not have breached any covenants contained herein in any material respect; (c) The Contributor Each Contributor, directly or through the Attorney in Fact, shall have executed and delivered to the Company the documents required to be delivered pursuant to Sections 7.2(a) and 7.3; (d) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or other Governmental Entity that prohibits the consummation of the transactions contemplated hereby; (e) The Company’s registration statement on Form S-1 previously filed with the SEC shall have become effective under the Act, and shall not be the subject of any stop order or other Proceeding by the SEC seeking a stop order; (f) The closing of the Public Offering shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the closing of the Public Offering); and (g) The closing under the Xxxxxx Column Contribution Agreement shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the closing under the Xxxxxx Column Contribution Agreement).

Conditions to the Company’s Obligation to Close. The obligation of the Company hereunder to consummate issue and sell the transactions contemplated hereby shall be Common Shares and Warrants to each Purchaser at a Closing is subject to the fulfillment satisfaction, at or before such Closing, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at or any time in its sole discretion by providing each Purchaser participating in such Closing with prior written notice thereof: (a) Such Purchaser shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Purchaser and each other Purchaser shall have delivered to the Company the applicable Subscription Amount for the Common Shares and Warrants being purchased by the Purchasers at such Closing (unless waived in whole or in part by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company, in its sole and absolute discretion):. (ac) The representations and warranties of the Contributor contained in this Agreement (i) shall have been true and correct in all material respects on the date that such representations and warranties were made, and (ii) Purchaser shall be true and correct in all material respects on as of the Closing Date (as defined in Section 7.1) as if date when made on and as of the date of such Closing as though made at that time (except for representations and warranties that speak as of a specific date; (b) The obligations , which shall be true and correct as of such specified date), and such Purchaser shall have performed, satisfied and complied in all material respects with the Contributor contained in covenants, agreements and conditions required by this Agreement shall have been duly performed on to be performed, satisfied or complied with by such Purchaser at or prior to the Closing Date and the Contributor shall not have breached any covenants contained herein in any material respect; (c) The Contributor shall have executed and delivered to the Company the documents required to be delivered pursuant to Sections 7.2(a) and 7.3;date of such Closing. (d) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order Such Purchaser shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or other Governmental Entity that prohibits the consummation of the transactions contemplated hereby;delivered its Purchaser Deliverables in accordance with Section 1(d). (e) The Company’s registration statement on Form S-1 previously filed With respect to each Subsequent Closing (and not with respect to the SEC shall have become effective under Initial Closing), the Act, issuance of Common Shares and shall not be the subject of any stop order or other Proceeding Warrants pursuant to this Agreement is approved by the SEC seeking a stop order; (f) The closing requisite affirmative vote of the Public Offering shall be occurring simultaneously with holders entitled to vote thereon at the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the closing of the Public Offering); and (g) The closing under the Xxxxxx Contribution Agreement shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the closing under the Xxxxxx Contribution Agreement)EGM for all purpose including ASX Listing Rule 7.1.

Conditions to the Company’s Obligation to Close. The obligation obligations of the Company to consummate the transactions contemplated hereby shall be subject to the fulfillment of the following conditions at or prior to the Closing (unless waived in whole or in part by the Company, in its sole and absolute discretion): (a) The representations and warranties of the Contributor Eola Office contained in this Agreement (i) shall have been true and correct in all material respects on the date that such representations and warranties were made, and (ii) shall be true and correct in all material respects on the Closing Date (as defined in Section 7.1) as if made on and as of such dateDate; (b) The obligations of the Contributor Eola Office contained in this Agreement shall have been duly performed on or prior to the Closing Date and the Contributor Eola Office shall not have breached any of Eola Office’s covenants contained herein in any material respect; (c) The Contributor Eola Office, directly or through the Attorney-in-Fact, shall have executed and delivered to the Company the documents required to be delivered pursuant to Sections 7.2(a) 7.2 and 7.3; (d) There shall not have occurred between the Effective Date and the Closing Date any Material Adverse Effect with respect to Eola Office or Eola Capital; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or other Governmental Entity that prohibits the consummation of the transactions contemplated hereby, and no Proceeding seeking such an order shall be pending or threatened; (ef) Eola Office shall have revoked its election to be treated as an S-corporation under the Code, effective prior to the Closing Date; (g) Eola Office shall have distributed to the members of Eola Office (or otherwise sold or transferred) all of its interests in CP Aviation Management, LLC, and CP Aviation, LLC (and all the assets and liabilities with respect thereto), effective prior to the Closing (it being understood that such distribution, sale or transfer shall be subject to the consummation of the Closing and may occur immediately prior to the Closing); (h) The Company shall have received the representation letter referenced in Section 2.7 from each Person holding Eola Membership Interests; (i) The Additional Contribution Transactions and the other Formation Transactions shall have closed or shall close concurrently with the Closing in accordance with their respective terms; (j) The Company’s registration statement on Form S-1 previously S-11 to be filed after the Effective Date with the SEC shall have become effective under the Act, and shall not be the subject of any stop order or other Proceeding by the SEC seeking a stop order;; and (fk) The closing of the Public Offering IPO Closing (as defined in Section 7.1) shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the closing of the Public Offering); and (g) The closing under the Xxxxxx Contribution Agreement shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the closing under the Xxxxxx Contribution AgreementIPO Closing).

Conditions to the Company’s Obligation to Close. The obligation of the Company to consummate the transactions contemplated hereby shall be Merger is subject to the fulfillment satisfaction of the following conditions at or prior to the Closing (unless waived in whole or in part by the Company, in its sole and absolute discretion):conditions: (ai) The the representations and warranties of the Contributor contained set forth in this Agreement (i) shall have been true and correct in all material respects on the date that such representations and warranties were made, and (ii) Section 4 above shall be true and correct in all material respects on as of the Closing Date (as defined in Section 7.1) as if made on anew at and as of that time, except with respect to representations and warranties which speak as to an earlier date (which representations and warranties shall be true and correct at and as of such date); (bii) The obligations each of Parent and Merger Sub shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) there shall not be any judgment, order, decree, stipulation or injunction in effect preventing or challenging the consummation of any of the Contributor contained transactions contemplated by this Agreement; (iv) each of Parent and Merger Sub shall have delivered to the Company a certificate to the effect that each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied; (v) this Agreement and the Merger shall have received the Requisite Stockholder Approval; (vi) all applicable waiting periods (and any extensions thereof) under any applicable antitrust laws shall have expired or otherwise been terminated, and the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(c) and Section 4(c) above; and (vii) the Escrow Agreement shall have been duly performed on executed and delivered by all parties thereto other than the Company. The Company may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing Date and the Contributor shall not have breached any covenants contained herein in any material respect; (c) The Contributor shall have executed and delivered to the Company the documents required to be delivered pursuant to Sections 7.2(a) and 7.3; (d) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or other Governmental Entity that prohibits the consummation of the transactions contemplated hereby; (e) The Company’s registration statement on Form S-1 previously filed with the SEC shall have become effective under the Act, and shall not be the subject of any stop order or other Proceeding by the SEC seeking a stop order; (f) The closing of the Public Offering shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the closing of the Public Offering); and (g) The closing under the Xxxxxx Contribution Agreement shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the closing under the Xxxxxx Contribution Agreement)Closing.