Design Requirements Conditions Precedent
Design Requirements Conditions Precedent Sample Clauses
Related to Design Requirements Conditions Precedent
Conditions Precedent In addition to the foregoing terms, the Definitive Agreement will contain the following conditions precedent to Closing: (i) the documents to be entered into in connection with the Business Combination shall be mutually acceptable in form and substance to the Parties, acting reasonably, and shall be consistent with the terms in this Letter of Agreement (such documents, including the Definitive Agreement and the PMSA, collectively the “Transaction Documents”); (ii) all governmental, regulatory, third person and other approvals, consents, waivers, orders, exemptions, agreements and all amendments and modifications to agreements, indentures and arrangements which the Parties shall consider necessary in order to enter into the Definitive Agreement and not otherwise specifically described in this Letter of Agreement shall have been obtained in form satisfactory to the Parties, acting reasonably; (iii) As of the Closing Date Target shall have no liens of encumbrances on BXXX Development Projects; (iv) Target shall have completed the audit of its financial statements for the periods required pursuant to Items 9.01(a) and (b) of Form 8-K (the “Target Audit”), which shall be performed by an accounting firm that is registered with the Public Company Accounting Oversight Board (PCAOB) at the election and expense of the Company; (v) If the Closing occurs after April 14, 2024, Target shall have completed and provided to the Company, Target’s unaudited financial statements for the period ended March 31, 2023 as provided for in Items 9.01(a) and (b) of Form 8-K, which fairly present the financial condition of Target as of their respective dates and for the periods involved, and such statements shall be prepared in accordance with generally accepted accounting principles consistently applied for the periods provided for in Items 9.01(a) and (b) of Form 8-K; (vi) The Board of Directors of BTTC shall have approved the Definitive Agreement in accordance with its obligations under the Delaware General Corporation Law; (vii) At the Closing Date, BTTC shall be current on all of its filings with the OTC Markets Group, Inc. OTCQB tier (the “OTC Markets”), including, but not limited to the filing of an Annual Report for the period ended December 31, 2023 and the annual Attorney Letter for the period ended December 31, 2023, none of which filings shall contain a material misstatement or omission, and be compliant in all material respects with the OTC Markets rules and regulations; (viii) At the Closing Date, all reports, schedules, forms, statements, and other documents required to be filed by BTTC under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the Closing Date (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) shall have been filed on a timely basis or BTTC shall have received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension; (ix) The Parties shall have performed, in all material respects, all of their obligations under the Definitive Agreement. All of the statements, representations, and warranties contained in the Definitive Agreement shall be complete and true in all material respects; (x) No material adverse changes shall have occurred in the business, properties, and assets of Target including the Development Projects; (xi) Target and BTTC shall have filed all required franchise tax reports and federal income tax returns for the period ended December 31, 2023; (xii) The Common Stock shall be a participant in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program DTC eligible; (xiii) The Common Stock shall be quoted on the OTCQB tier of the OTC Markets and there shall have been no notice of delisting or threat thereof with respect to the BTTC Common Stock. BTTC shall have paid all applicable OTC Market fees; and (xiv) BLD shall have entered into one or more Supply Agreements that provide for the supply of batteries with a total capacity of at least 250 megawatts (MW) and 1000 megawatt-hours.
