Closing and Conditions of Closing Clause Samples

Closing and Conditions of Closing. The parties intend that the closing of the Proposed Transaction (the "Closing") will occur in tranches with the first tranche of funding from the Purchaser occurring on or before April 4, 2016, or such other date as the parties shall mutually agree (the "Closing Date"). Prior to the final grant of equity to the Purchaser resulting in the Purchaser acquiring a 50% interest in each of NHMD and SMHI, the following conditions shall have been met: (a) the Purchaser and NHCI will enter into the Definitive Agreements, including a Unanimous Shareholders Agreements in a form satisfactory to both the Purchaser and NHCI providing for, among other things, (i) the Purchaser and NHCI to each appoint two directors of NHMD and SMHI; (ii) subject to the division of the funding required to complete the Dispensary Establishment as described above in Section. 3 herein; (iii) certain decisions (to be defined in the Shareholder Agreements) must be approved by both the Purchaser and NHCI; (iv) a first right of refusal on a sale of an interest in either NHMD or SMHI; (v) a shotgun provision. (b) the final schedule of how the Initial Funds shall be deployed, including: which contractors shall be used to complete the build-out, personnel decisions for the Dispensary (c) all requisite governmental and regulatory approvals of, exemptions from and consents to the Proposed Transaction shall have been obtained, including without limitation, the approval of the IDFPR. (d) the NHMD Shares and SMHI Shares shall be free and clear of all encumbrances; (e) NHCI owns 100 NHMD Shares and 100 SMHI Shares, and other than the shares to be purchased by the Purchaser as so provided for herein, NHMD and SMHI shall have no additional securities or rights to purchase securities issued and outstanding, (f) neither NHMD nor SMHI shall have outstanding any secured debt or securities with claims to their respective cash flows, as the case may be, except for the Seller Mortgage; (g) the Purchaser shall be satisfied, in its sole discretion, with its due diligence investigations of NHMD and SMHI; (h) customary closing certificates and other usual closing documents shall have been delivered.

Closing and Conditions of Closing. The Closing of the Exchange and the Collective Exchange (the "Closing") will occur as soon as practicable after the satisfaction, or waiver by the party for whom the condition benefits, of all of the following conditions: A. The Company is reasonably satisfied with its due diligence of HSI. B. HSI and the HSI Stockholders are reasonably satisfied with their due diligence of the Company. C. The Company effects a one-for-twelve reverse stock split of all of its issued and outstanding Common Stock (the "Reverse Split") prior to the Closing. D. The Company and HSI each obtain the express approval of their respective Boards of Directors to the Closing of the Collective Exchange. E. The Company obtains the express approval of the holders of a majority of the total issued and outstanding Common Stock of the Company to the Collective Exchange, the Reverse Split, and the change of the Company's name from Warp 9, Inc. to HyperSolar, Inc. (the "Name Change"). F. All of the HSI Stockholders execute Exchange Agreements and deliver them to the Company, and tender their HSI Stock for transfer to the Company in accordance with Section 6.3 of this Agreement. G. The deliveries described in Section 6 of this Agreement are made by each of the respective parties to the Exchange Agreements.

Closing and Conditions of Closing. 3.1. The completion of the offer and sale of the Purchased Securities purchased by the Subscriber hereunder (the “Closing”) will occur at the offices of the Corporation at Suite 507 – ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, at 10:00 a.m. Vancouver time (the “Closing Time”) on the Closing Date or such other date and time as may be determined by the Corporation; provided that the Closing may be effected by a series of discrete Closings involving the Corporation and one or more purchasers of the Offered Securities. 3.2. If, prior to the Closing Time, the terms and conditions contained in this Agreement have been complied with to the satisfaction of the Corporation, or waived by the Corporation, the Corporation will deliver to the Subscriber certificates representing the Shares and such other documentation as may be required pursuant to this Agreement. 3.3. If, prior to the Closing Time, the terms and conditions contained in this Agreement (other than delivery by the Corporation to the Subscriber of certificates representing the Shares) have not been complied with to the satisfaction of the Corporation, or waived by the Corporation, the Corporation and the Subscriber will have no further obligations under this Agreement. 3.4. The Subscriber on its own behalf and, if applicable, on behalf of any Disclosed Principal for whom it is acting, acknowledges and agrees that the offer, sale and issuance of the Purchased Securities as contemplated by this Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Closing Time, which conditions are for the exclusive benefit of the Corporation and may be waived, in whole or in part, by the Corporation in its sole discretion: (a) the Subscriber delivering on or before two business days prior to the Closing Date to the Corporation at Suite 507 – 837 West Hastings Street, Vancouver, British Columbia, V6C 3NG, Canada, Attention: Anton (▇▇▇▇) ▇▇▇▇▇▇▇▇, Chief Financial Officer: (i) a fully completed and executed copy of this Agreement; (ii) a certified cheque, bank draft or money order payable to “Oculus VisionTech Inc.” in an amount equal to the aggregate Subscription Price for the Purchased Securities; (iii) if the Subscriber or the Disclosed Principal, if applicable, is a resident of British Columbia, Alberta, Ontario or Québec: (A) a fully completed and executed Canadian Investor Certificate attached as Schedule “A” hereto; (B) if the Su...

Closing and Conditions of Closing. 11.1 Subject to the terms and conditions hereof, the Closing shall take place at the Time of Closing at the offices of Heighington Law, or such other location as the parties may agree. 11.2 In this Article 11:

Closing and Conditions of Closing. 7.1 The Closing of the purchase and sale of the Offered Units shall be completed at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at the Closing Time. 7.2 The Closing shall be conditional on the following being delivered to the Underwriters at or before such time: (a) one or more definitive certificates representing in the aggregate the Offered Units registered in the name of CDS & Co., or in such other name or names as the Underwriters may notify the Trust in writing at any time until 12:00 (noon) (Calgary time) on the Business Day immediately preceding the Closing Date; (b) a comfort letter of KPMG dated the Closing Date and addressed to the Underwriters in form and content satisfactory to the Underwriters and their counsel, bringing the information contained in the comfort letter of KPMG referred to in paragraph 3.1(e) forward to the Closing Time, provided that, such comfort letter shall be based on a review by KPMG having a cut-off date not more than two Business Days prior to the Closing Date; (c) written confirmation in form and substance satisfactory to the Underwriters that the Offered Units will at the time of Closing be listed for trading on the Exchanges and all conditions other than completion of the Closing and notification thereof to the Exchanges shall have been met to permit the Offered Units to be posted for trading on the Closing Date;

Closing and Conditions of Closing. (a) The Closing shall occur upon the earlier of (i) the close of business on September 30, 2006 or (ii) as soon thereafter as practicable following the satisfaction or waiver of all of the conditions to Closing set forth in ARTICLE 4 and ARTICLE 5 of this Agreement, but after the closing of the ZGS Investor Agreement whereby certain investors are subscribing to the Class A Common Stock of ZGS (the "Closing Date"). (b) At closing, Purchaser and Seller will sign the documents specified in this contract and all other documents reasonably needed to transfer the business assets to Purchaser. Purchaser will pay Seller the amounts required by this contract and Seller will transfer to Purchaser the business assets.

Closing and Conditions of Closing. The sale of the Securities to the Purchaser will be subject to the following conditions precedent: (a) receipt by the Company of all the documents referred to in Section 2 hereof, duly executed and completed by the Purchaser, together with the aggregate Subscription Price for the number of common shares subscribed for; (b) receipt by the Company of (i) the approval of the Toronto Stock Exchange for the Offering and (ii) confirmation of the Toronto Stock Exchange that no personal information form is required from the Purchaser (which approval and confirmation the Company shall forthwith seek to obtain); (c) the representations and warranties of the Purchaser contained herein being true and correct as at the time of Closing (as hereinafter defined); and (d) acceptance of the Purchaser’s offer to purchase the Securities by the Company in its sole and absolute discretion. The completion of the purchase and sale of the Securities (the “Closing”) will occur at the offices of the Company on or before the third business day after the last of the conditions precedent have been satisfied. A “business day” means a day on which the TSX is open for the transaction of business, at which time certificates representing the Securities will be delivered to the Purchaser in accordance with the Purchaser’s delivery instructions.

Closing and Conditions of Closing. Actions to Satisfy Closing Conditions (a) The Sellers shall take all such actions as are within their respective powers to control and shall use commercially reasonable efforts to cause other actions to be taken which are not within their respective power to control, so as to ensure compliance with all of the conditions set forth in Sections 7.4 and 7.6 including ensuring that at the Closing there is no breach of any of their respective representations and warranties. (b) The Purchasers shall take all such actions as are within their respective powers to control and shall use commercially reasonable efforts to cause other actions to be taken which are not within their respective power to control, so as to ensure compliance with all of the conditions set forth in Sections 7.5 and 7.6 including ensuring that at the Closing there is no breach of any of their respective representations and warranties. The completion of the transactions of purchase and sale contemplated by this Agreement may take place at the offices of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP, Suite 3800, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Bank Plaza, South Tower, Toronto, Ontario or may be affected by way of a virtual closing, whereby required executed closing deliverables are circulated by electronic mail in pdf and released at such time and pursuant to such protocols and confirmations as the Parties may agree.

Closing and Conditions of Closing. ‌ 11.1 Subject to the terms and conditions hereof, the Closing shall take place at the Time of Closing at the offices of D’Arcy & Deacon LLP, or such other location as the parties may agree. The Agent and Corporation covenant and agree that to the greatest extent permitted under Designated Securities Laws, the delivery of documents in connection with the Closing will occur through electronic delivery, save and expect for such certificates, materials and other documents which by their nature are required to be delivered as original documents. 11.2 In this Article 11: