Common use of Second Closing Conditions Clause in Contracts

Second Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Second Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Second Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Second Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date) except as disclosed in Disclosure Schedule as updated by the Company to reflect changes since the Closing Date through the Second Closing Date; (ii) the Company shall have obtained audits of the Company’s financial statements for the years ending December 31, 2019 and 2020 by a PCAOB-audited firm, and the Company, and, if there is a counterparty necessary to the Going Public Transaction, such counterparty, shall each have delivered an officer’s certificate to the Purchasers attesting to such party’s readiness to close the Going Public Transaction; (iii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; and (iv) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement.

Second Closing Conditions. (a) The obligations of the Company hereunder in connection with the Second Closing are subject to the following conditions being met:met (or being waived in the sole discretion of the Company): (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Second Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Second Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by each Purchaser of the items set forth in Section 2.4(b‎2.2(d) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Second Closing are subject to the following conditions being met:met (or being waived in the sole discretion of the Purchasers): (i) the Common Shares are then listed or quoted on a Trading Market and on the Trading Date immediately following the Minutes Receipt Date (A) the VWAP is not less than $15.00 and (B) the daily trading volume is not less than 50,000,000 Common Shares; (ii) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Second Initial Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date) except as disclosed in Disclosure Schedule as updated by the Company to reflect changes since the Closing Date through the Second Closing Date; (ii) the Company shall have obtained audits of the Company’s financial statements for the years ending December 31, 2019 and 2020 by a PCAOB-audited firm, and the Company, and, if there is a counterparty necessary to the Going Public Transaction, such counterparty, shall each have delivered an officer’s certificate to the Purchasers attesting to such party’s readiness to close the Going Public Transaction); (iii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Initial Closing Date shall have been performed; andperformed in all material respects; (iv) the delivery by the Company of the items set forth in Section 2.4(a‎2.2(a) of this Agreement, as well as the corresponding deliverables with respect to the Warrants; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (vi) from the date hereof to the Initial Closing Date, trading in the Common Shares shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Initial Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity (excluding the COVID-19 pandemic) of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of BVF, makes it impracticable or inadvisable to purchase the Initial Securities at the Initial Closing.

Second Closing Conditions. (a) The obligations of the Company hereunder to effect the amendments set forth in connection with Sections 1, 2 and 3 of this Amendment and to consummate the Second Closing pursuant to Section 5 of this Amendment are subject to each of the following conditions being met: (i) The Second Closing Purchaser’s shall have delivered their respective Second Closing Subscription Amount as to the Second Closing by wire transfer; (ii) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Second such Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (iiiii) The Second Closing Purchasers shall have performed and complied with all obligationscovenants, covenants agreements, obligations and agreements of each Purchaser conditions contained in this Amendment that are required to be performed at or prior to complied with by them on or before the Second Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this AgreementClosing. (b) The respective obligations of the Second Closing Purchasers hereunder in connection with the Second Closing are subject to each of the following conditions being met: (i) the delivery by the Company of the Additional Debentures and Additional Warrants; (ii) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Second such Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date) except as disclosed in Disclosure Schedule as updated by the Company to reflect changes since the Closing Date through the Second Closing Date; (ii) the Company shall have obtained audits of the Company’s financial statements for the years ending December 31, 2019 and 2020 by a PCAOB-audited firm, and the Company, and, if there is a counterparty necessary to the Going Public Transaction, such counterparty, shall each have delivered an officer’s certificate to the Purchasers attesting to such party’s readiness to close the Going Public Transactiontherein); (iii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Second Closing Date shall have been performed; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (ivv) from the delivery date hereof to the Second Closing Date, trading in the Common Stock shall not have been suspended by the Company Commission or the Company’s principal Trading Market and, at any time prior to such Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the items set forth in Section 2.4(a) reasonable judgment of this Agreementsuch Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Second Closing Date.