8.5 Conditions for the Benefit of Winterberry
"The obligation of Winterberry to complete the sale of the Purchased Assets will be subject to the fulfilment of the following conditions at or before the Closing Time:"
"8.5.2 Share Consolidations. The Buyer and the Parent will each have completed the share consolidations referenced in Sections 7.1.1 and 7.1.2. "
Nothing happens without Winterberrys approval. They control debt.
The reasonable effort is in 8.5.3 which deals with the Reporting Issuer Status.
https://www.sec.gov/Archives/edgar/data/1511735/000121390015005247/f8k070615ex2i_yappncorp.htm
I've actually read the deal.