Debtor Affiliates means the Debtors and their respective wholly owned
subsidiaries.
Debtors has the meaning set forth in the Recitals.
Final Order means an Order (a) as to which no appeal, leave to appeal, notice of appeal, motion to amend or make
additional findings of fact, motion to alter or amend judgment, motion for rehearing or motion for new trial has been timely filed (in cases in which there is a date by which such filing is required to occur), or, if any of the foregoing has been
timely filed, it has been disposed of in a manner that upholds and affirms the subject Order in all material respects without the possibility for further appeal thereon, (b) in respect of which the time period for instituting or filing an
appeal, leave to appeal, motion for rehearing or motion for new trial shall have expired (in cases in which such time period is capable of expiring), and (c) as to which no stay is in effect.
Governmental Entity means any federal, state, provincial, municipal, local or foreign government, governmental authority,
regulatory or administrative agency, governmental commission, department, board, bureau, agency, instrumentality, court or tribunal and, for purposes of this Agreement shall include the U.S. Securities and Exchange Commission and any state
securities authority or other regulatory authority or organization having jurisdiction over the Debtors or the Purchaser.
Law or Laws means any law, statute, legislation, constitution, ordinance, principle of common law,
resolution, treaty, convention, rule, regulation, ruling, directive, pronouncement, Order or other legal requirement enacted, issued, promulgated, enforced or entered by a Governmental Entity of competent jurisdiction.
Lien means any lien (statutory or otherwise), charge, pledge, mortgage, lease, easement, hypothecation, usufruct, deed of
trust, security interest, option, right of use, first offer or first refusal, servitude, restrictive covenant or condition, encroachment, claim, interest, restriction or any other encumbrance of any kind.
Make-Whole Period means a period of one hundred eighty (180) days starting from January 4, 2024.
Material Adverse Effect means any change, development, circumstance, fact or effect that, individually or taken together
with any other changes, developments, circumstances, facts or effects is, or would reasonably be expected to be, materially adverse to the financial condition, assets, liabilities, business operations or results of operations of the Purchaser and
the consummation of the Transactions; provided, however, that none of the following, either alone or in combination, shall be deemed to constitute a Material Adverse Effect that is occurring, has occurred or would reasonably be
expected to occur: (a) changes, developments, circumstances or facts in or with respect to the economy, credit, capital, securities, digital asset or financial markets or political, regulatory or business conditions in the geographic markets in
which the Purchaser has operations or its products or services are sold, (b) changes, developments, circumstances, facts or effects generally affecting the industries, markets or geographical areas in which the Purchaser operates, (c) any
change in the price or relative value of any digital currency or cryptocurrency, or any other blockchain-based tokens or assets, (d) any change in existence or legality of any digital currency or
cryptocurrency, or any other blockchain-based token or asset, or any halt or suspension
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