Substantial Consummation. On the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101 and 1127 of the Bankruptcy Code.

Acquisition. Substantially concurrently with the occurrence of the Closing Date and the making by each Lender of its initial extension of credit hereunder, the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement.

Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: # the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company; # any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; # any merger, consolidation or other business combination of the Company into or with a special purpose acquisition company or wholly-owned subsidiary thereof; or # any sale or other transfer by the stockholders of the Company of shares representing a majority of the Company’s then-total outstanding combined voting power. For the avoidance of doubt, “Acquisition” shall not include any sale and issuance by the Company of shares of its capital stock or of securities or instruments exercisable for or convertible into, or otherwise representing the right to acquire, shares of its capital stock to one or more investors for cash in a transaction or series of related transactions the primary purpose of which is a bona fide equity financing of the Company.

Acquisition. The Acquisition shall have been consummated, or substantially simultaneously with the borrowing under this Agreement shall be consummated, in all material respects in accordance with the terms of the Purchase and Sale Agreement, after giving effect to any modifications, amendments, consents, waivers or requests by you (or your affiliate) thereto, other than those (including the effects of any requests) that are materially adverse to the interests of the Lenders, without the prior consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned).

Consummation of the Contribution and the Cimarron Acquisition. The Administrative Agent shall be reasonably satisfied with the terms of the Contribution Agreement, the Cimarron Agreement and each of the material documents executed in connection therewith, and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent confirming that # all of the transactions contemplated by such documents to occur on the closing dates of such documents shall have been consummated (or will be consummated simultaneously with the occurrence of the Effective Date) and no conditions to closing under such documents remain unsatisfied and # the Contribution and the Cimarron Acquisition shall have occurred on or before the Effective Date.

Non-Consummation Offer. If, to the knowledge of the Selling Stockholder, any filing required by Rule 424 in connection with an offering of Shares shall not have been made or the representations and warranties of the Selling Stockholder contained in this Agreement shall not be true and correct on the applicable Settlement Date, the Selling Stockholder shall use commercially reasonable efforts to offer to any person who has agreed to purchase Shares from or through the Agent or the Forward Purchaser the right to refuse to purchase and pay for such Shares.

Failure of Consummation. If the Effective Date does not occur, then: # the Plan will be null and void in all respects; # any settlement or compromise embodied in the Plan, assumption of Executory Contracts or Unexpired Leases effected by the Plan, and any document or agreement executed pursuant to the Plan will be null and void in all respects; and # nothing contained in the Plan shall # constitute a waiver or release of any Claims, Interests, or Causes of Action, # prejudice in any manner the rights of any Debtor or any other Entity, or # constitute an admission, acknowledgement, offer, or undertaking of any sort by any Debtor or any other Entity.

The Adapt Acquisition shall have been consummated substantially concurrently with the funding of the Initial Term Loan on the Closing Date in all material respects in accordance with the Adapt Purchase Agreement without giving effect to any amendments, waivers, modifications or consents thereunder that are materially adverse to the interests of the Lenders or the Arrangers (as reasonably determined by the Arrangers) unless such amendments, waivers, modifications or consents are approved in writing by the Arrangers, such approval not to be unreasonably withheld or delayed.

Acquisition Expenses. The Shareholders, the Company and ​ will each pay their own respective expenses in connection with the Acquisition contemplated hereby, including, but not limited to, fees and expenses of legal counsel or other representatives and consultants, or necessary to obtain any material documents or records requested by the other parties in the course of their respective due diligence. For avoidance of doubt, the Company shall pay all expenses relating to the ​ Audits.

Consummation of Initial Closing. The Initial Closing shall have previously occurred, or shall occur simultaneously with, the Second Closing.

The Acquisition. Upon the terms and subject to the conditions set forth in this Agreement, ​ shall be acquire NOVA at the Effective Time. At the Effective Time of the Acquisition, UBI shall continue as the parent corporation (the "Parent Corporation") and ​ Ltd will be a wholly owned subsidiary.

Acquisition Defined. An “Acquisition” shall mean: # any merger, consolidation or purchase of outstanding capital stock of ​ after which the voting securities of ​ outstanding prior thereto represent (either by remaining outstanding or by being converted into or exchanged for voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of ​ or such surviving or acquiring entity outstanding immediately after such event; or # any sale of all or substantially all of the assets or capital stock of ​ (other than in a spin-off or similar transaction) or # any other acquisition of the business of ​, as determined by the Board; provided that an Acquisition shall not include a Private Transaction.

Acquisition Services. The Advisor shall:

“​” – with respect to the ​, # the ​ for such ​, and/or # the ​ and ​ of the ​. Provided, however, if ​ but ​, this will not be ​.

Serve as the Company’s investment and financial advisor and obtain certain market research and economic and statistical data in connection with the Company’s Investments and investment objectives and policies;

Acquisition Fees. As compensation for the investigation, selection, sourcing and acquisition or origination (by purchase, investment or exchange) of Investments, the Company shall pay an Acquisition Fee to the Advisor or its Affiliates for each such Investment (whether an acquisition or origination). With respect to the origination or acquisition of an Investment to be wholly owned, directly or indirectly, by the Company, the Acquisition Fee payable to the Advisor Entities or their Affiliates shall be equal to # 2.0% of the Contract Purchase Price of a Property Investment acquired by the Company and # 2.0% of the amount, funded or allocated to originate or acquire Investments, other than Property, in each case inclusive of the Acquisition Expenses associated with such Investment and the amount of any debt associated with, or used to fund the investment in, such Investment. With respect to the acquisition or origination of an Investment through any Joint Venture in which the Company or the Operating Partnership is, directly or indirectly, a partner, the Acquisition Fee payable to the Advisor or its Affiliates shall be equal to # 2.0% of the Company’s proportionate share of the Contract Purchase Price of an Investment acquired by the Joint Venture and # 2.0%, of the Company’s proportionate share of the amount actually paid or allocated to fund the acquisition or origination of any other Investment by the Joint Venture, inclusive of the Acquisition Expenses associated with such Investment, and the amount of any debt associated with, or used to fund the investment in, such Investment that is attributable to the Company’s investment in such Joint Venture. Notwithstanding anything herein to the contrary, the payment of Acquisition Fees by the Company shall be subject to the limitations on acquisition fees contained in (and defined in) the Company’s Charter. The Advisor shall submit an invoice to the Company following the closing or closings of each acquisition or origination, accompanied by a computation of the Acquisition Fee. Generally, the Acquisition Fee payable to the Advisor or its Affiliates shall be paid at the closing of the transaction upon receipt of the invoice by the Company. However, payment of the Acquisition Fee may be deferred or waived (or paid in Shares), in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred or waived Acquisition Fee shall be paid to the Advisor without interest at such subsequent date as the Advisor shall request.

Acquisition Assistance. The Company agrees that Aspen shall be paid ​ in cash as compensation for assisting with all matters other than the Financing that are related to closing the Acquisition ("Acquisition Compensation") within twenty (20) business days of the date on which the Company consummates the Acquisition, or such other mutually agreed upon timeframe.

Consummation of the Sale. The Selling Shareholder shall have ​ days following the date of the Drag-Along Notice in which to consummate the Drag-Along Sale, on the terms set forth in the Drag-Along Notice (which such ​ day period may be extended for a reasonable time not to exceed ​ days to the extent reasonably necessary to obtain any regulatory approvals). If at the end of such period the Selling Shareholder has not completed the Drag-Along Sale, the Selling Shareholder may not then effect a transaction subject to this [Section 13] without again fully complying with the provisions of this [Section 13].

Acquisition for Investment. Sinclair is an "accredited investor" under Regulation D of the Securities Act, and is acquiring the Purchased Interests for investment and not with a view toward sale or distribution thereof, or with any present intention of selling or distributing the Purchased Interests. Sinclair understands and agrees that the Purchased Interests may not be sold, transferred, offered for sale or otherwise disposed of without registration or exemption from registration under the Securities Act and any applicable state, local and foreign securities Laws.

Acquisition of Stock. GMPW or its wholly-owned subsidiary, Malcolm Wingate Cush Franklin, LLC will acquire from BitCentro and/or its shareholders (collectively, the “Seller”) one hundred percent (100%), on a fully-diluted basis, of all of the issued and outstanding shares of all classes of stock (the “Shares”) of BitCentro (the “Acquisition”).