Conditions to Consummation of the Transactions Contemplated by This Agreement. 81 Section 6.1 Conditions to the Obligations of the Parties 81
Conditions to Consummation of the Transactions Contemplated by This Agreement. 91 Section 6.1 Conditions to the Obligations of the Parties 91 Section 6.2 Other Conditions to the Obligations of the ARYA Parties 92 Section 6.3 Other Conditions to the Obligations of the Company 93 Section 6.4 Frustration of Closing Conditions 94 ARTICLE 7 TERMINATION 94 Section 7.1 Termination 94 Section 7.2 Effect of Termination 96
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 7.1 Conditions to the Obligations of the Company, Buyer and Seller. The obligations of the Company, Buyer and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists) of the following conditions:
Conditions to Consummation of the Transactions Contemplated by This Agreement. 77 Section 7.1 Conditions to the Obligations of the Parties 77 Section 7.2 Other Conditions to the Obligations of the Acquiror Parties 77 Section 7.3 Other Conditions to the Obligations of the Company 79 Section 7.4 Frustration of Closing Conditions 80 ARTICLE 8 TERMINATION 80 Section 8.1 Termination 80 Section 8.2 Effect of Termination 81 ARTICLE 9 MISCELLANEOUS 81 Section 9.1 Non-Survival 81 Section 9.2 Entire Agreement; Assignment 82 Section 9.3 Amendment 82 Section 9.4 Notices 82 Section 9.5 Governing Law 83 Section 9.6 Fees and Expenses 83 Section 9.7 Construction; Interpretation 83 Section 9.8 Annexes and Schedules 84 Section 9.9 Parties in Interest 84 Section 9.10 Severability 85 Section 9.11 Counterparts; Electronic Signatures 85 Section 9.12 Knowledge of Company; Knowledge of Acquiror 85 Section 9.13 No Recourse 85 Section 9.14 Extension; Waiver 85 Section 9.15 Waiver of Jury Trial 86 Section 9.16 Submission to Jurisdiction 86 Section 9.17 Remedies 87 ANNEXES Annex A Voting Agreement Annex B Form of Investor Rights Agreement Annex C Form of Certificate of Merger Annex D Form of Surviving Company A&R LLCA Annex E Form of Acquiror A&R Certificate of Incorporation Annex F Form of Acquiror Bylaws Annex G Form of Waiver and Release of Claims AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 29, 2021, is made by and among Adit EdTech Acquisition Corp., a Delaware corporation (“Acquiror”), ADEX Merger Sub, LLC, a Delaware limited liability company and wholly owned direct Subsidiary of Acquiror (“Merger Sub”), and Griid Holdco LLC, a Delaware limited liability company (the “Company”). Each of Acquiror, Merger Sub, and the Company may be referred to herein as a “Party” and collectively as the “Parties”.
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section a. Conditions to the Obligations of the Company,
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 7.1 Conditions to the Obligations of Parent, Amalgamation Sub and the Company. The obligations of Parent, Amalgamation Sub and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists) of the following conditions:
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 6.1 Conditions to the Obligations of the Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by such Party of the following conditions:
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 7.1 Conditions to the Obligations of the Company, Buyer and Seller. The obligations of the Company, Buyer and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists) of the condition that there be no Order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement in effect; provided, however, that each of Buyer, Seller and the Company shall have used commercially reasonable efforts to prevent the entry of any such injunction or other Order and to appeal as promptly as possible any injunction or other Order that may be entered.
Conditions to Consummation of the Transactions Contemplated by This Agreement. 12.1. Conditions to the Obligations of the Parties to Close. The obligations of the Parties to consummate and close the transactions contemplated by this Agreement (the “Closing”) (the date on which the Closing is consummated, the “Effective Date”) are subject to the satisfaction or, if permitted by Applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions:
Conditions to Consummation of the Transactions Contemplated by This Agreement. Section 7.1 Conditions to the Obligations of the Company, the Acquiror Parties and Contributors. The obligations of the Company, the Acquiror Parties and Contributors to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists) of the condition that there be no Order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement in effect; provided, however, that each Acquiror Party, each Contributor and the Company shall have used commercially reasonable efforts to prevent the entry of any such injunction or other Order and to appeal as promptly as possible any injunction or other Order that may be entered.
