Common use of Closing and Conditions of Closing Clause in Contracts

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.