Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The Buyer shall have executed this Agreement and delivered the same to the Company. b. The Buyer shall have delivered the Purchase Price in accordance with Sect
...ion 1(b) above. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
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Conditions to the Company’s Obligation to Sell.
(a) The
obligation obligations of the Company hereunder to issue and sell the
Note Securities to the
Buyer Investor at the Closing is subject to the satisfaction, at or before the Closing
Date Date, of each of the following
conditions thereto, conditions, provided that these conditions are for the
Company's sole benefit and may be waived by the Company at any time in its sole
discretion: a. discretion by providing the Investor with prior written notice thereof: (i) The
Buyer Investor shall have
...executed this Agreement each of the Transaction Documents to which it is a party and delivered the same to the Company. b. (ii) The Buyer Investor shall have delivered to the Purchase Price in accordance with Section 1(b) above. c. Company the Investment Amount for the Note being purchased by the Investor, within five (5) days after signing this Agreement. (iii) The representations and warranties of the Buyer shall be Investor are true and correct accurate in all material respects as of (or, to the date extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and as of on the Closing Date as though made at that time (except for representations and warranties that speak in (unless as of a specific date), and the Buyer date therein in which case they shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority accurate as of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. such date).
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Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the
Note Initial Notes or the Additional Notes, as the case may be, to the
Buyer Buyers at the
Initial Closing
or the Additional Closing, as the case may be, is subject to the satisfaction, at or before the
Initial Closing Date
or the Additional Closing Date, as the case may be, of each of the following
conditions thereto, conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any
... time in its sole discretion: a. The discretion by providing the Buyer with prior written notice thereof: (i) Such Buyer shall have executed this Agreement each of the Transaction Documents to which it is a party and delivered the same to the Company. b. The (ii) Such Buyer shall have delivered the Purchase Price in accordance with contemplated by Section 1(b) above. c. 1(c) hereof for the Initial Notes or the Additional Notes, as the case may be, being purchased by such Buyer at the Initial Closing or the Additional Closing, as the case may be, pursuant to Section 1(d) hereof by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iii) The representations and warranties of the such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of the Initial Closing Date or the Additional Closing Date, as the case may be, as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the such Buyer at or prior to the Initial Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling Date or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits Additional Closing Date, as the consummation of any of the transactions contemplated by this Agreement. case may be.
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Conditions to the Company’s Obligation to Sell.
(a) The obligation of the Company hereunder to issue and sell the
Note Initial Notes and the related Warrants to
the each Buyer at the
Initial Closing is subject to the satisfaction, at or before the
Initial Closing
Date Date, of each of the following
conditions thereto, conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole
discretion: a. The discretion by providing each Buyer with prior written notice thereof: (i) ...Such Buyer shall have executed this Agreement each of the other Transaction Documents to which it is a party and delivered the same to the Company. b. The (ii) Such Buyer and each other Buyer shall have delivered to the Company the Initial Purchase Price in accordance with (less any amounts permitted to be withheld by such Buyer pursuant to Section 1(b) above. c. 4(j)) for the Initial Note and the related Warrants being purchased by such Buyer at such Initial Closing by wire transfer of immediately available funds pursuant to the Initial Flow of Funds Letter (as defined below) provided by the Company. (iii) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the such Buyer at or prior to the Initial Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling 42 (b) The obligation of the Company hereunder to issue and sell the Additional Notes to each Buyer at an Additional Closing is subject to the satisfaction, at or injunction before such applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each applicable Buyer with prior written notice thereof: (i) Such Buyer shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any executed each of the transactions contemplated other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer shall have delivered to the Company the Additional Purchase Price (less any amounts permitted to be withheld by such Buyer pursuant to Section 4(j)) for the Additional Note and the related Warrants being purchased by such Buyer at Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below) provided by the Company. (iii) The representations and warranties of such Buyer shall be true and correct in all respects as of the date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Agreement. Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date. (iv) The Stockholder Approval has been obtained.
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Conditions to the Company’s Obligation to Sell.
(a) The obligation of the Company hereunder to issue and sell the
Note Notes to
the each Buyer at the Closing is subject to the satisfaction, at or before the Closing
Date Date, of each of the following
conditions thereto, conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole
discretion: a. The discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have duly executed and delivered... to the Company an Investor Collateral Certificate and issued an Investor Note to the Company in such original principal amount as is set forth across from such Buyer's name in column (7) of the Schedule of Buyers, which shall be held by such Buyer as Collateral for the obligations of the Company under the Series B-1 Note issued to such Buyer hereunder. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Series A-1 Cash Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Series A-1 Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Flow of Funds Letter. (iii) Such Buyer shall have executed this Agreement each of the other Transaction Documents to which it is a party and delivered the same to the Company. b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above. c. (iv) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the such Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
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Conditions to the Company’s Obligation to Sell.
(a) The obligation of the Company hereunder to issue and sell the
Note Preferred Shares and the Notes to
the each Buyer at the Closing is subject to the satisfaction, at or before the Closing
Date Date, of each of the following
conditions thereto, conditions, provided that these conditions are for the Company's sole benefit and
(other than Section 6(a)(iv), which may not be waived) may be waived by the Company at any time in its sole
discretion: a. The discretion by providing each Buyer with pri...or written notice thereof: (i) Such Buyer shall have duly executed and delivered to the Company an Investor Collateral Certificate and issued an Investor Note to the Company in such original principal amount as is set forth across from such Buyer's name in column (8) of the Schedule of Buyers, which shall be held by such Buyer as Collateral for the obligations of the Company under the Note issued to such Buyer hereunder. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Cash Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Flow of Funds Letter. (iii) Such Buyer shall have executed this Agreement each of the other Transaction Documents to which it is a party and delivered the same to the Company. b. The (iv) Such Buyer shall have executed and delivered to the Purchase Price Company a voting agreement, in accordance with Section 1(b) above. c. the form of Exhibit E hereof (the "Voting Agreement"). 39 (v) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the such Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
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Conditions to the Company’s Obligation to Sell.
(a) The
obligation obligations of the Company hereunder to issue and sell the
Note Notes to
the each Buyer at the
Initial Closing
or any Subsequent Closing, as applicable (each a "Closing"), is subject to the satisfaction, at or before the Closing Date of each of the following
conditions thereto, conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole
discretion: a. The discretion by providing each Buyer with prior wr...itten notice thereof: (i) Such Buyer shall have executed this Agreement each of the Transaction Documents to which it is a party and delivered the same to the Company. b. The (ii) Such Buyer and each other Buyer shall have delivered to the Company the Initial Purchase Price in accordance with Section 1(b) above. c. for the Notes being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. 13 (iii) Such Buyer and each other Buyer shall have delivered to the Company the Subsequent Purchase Price for the Notes being purchased by such Buyer at any Subsequent Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iv) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the such Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
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Conditions to the Company’s Obligation to Sell.
(a) The obligation of the Company hereunder to issue and sell the
Note Initial Notes and the related Warrants to
the each Buyer at the
Initial Closing is subject to the satisfaction, at or before the
Initial Closing
Date Date, of each of the following
conditions thereto, conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole
discretion: a. The discretion by providing each Buyer with prior written notice thereof: (i) ...Such Buyer shall have executed this Agreement each of the other Transaction Documents to which it is a party and delivered the same to the Company. b. The (ii) Such Buyer and each other Buyer shall have delivered to the Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Initial Note and the related Warrants being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with Section 1(b) above. c. the Initial Flow of Funds Letter (as defined below). (iii) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the such Buyer at or prior to the Initial Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling (b) The obligation of the Company hereunder to issue and sell an Additional Note to an applicable Buyer at an Additional Closing is subject to the satisfaction, at or injunction before such applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing such applicable Buyer with prior written notice thereof: (i) Such Buyer shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any executed each of the transactions contemplated other Transaction Documents to which it is a party and delivered the same to the Company. 41 (ii) Such Buyer shall have delivered to the Company the Additional Purchase Price (less, in the case of such Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement. Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date.
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Conditions to the Company’s Obligation to Sell.
(a) The obligation of the Company hereunder to issue and sell the
Note Initial Notes to
the each Buyer at the
Initial Closing is subject to the satisfaction, at or before the
Initial Closing
Date Date, of each of the following
conditions thereto, conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole
discretion: a. The discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have exe
...cuted this Agreement each of the other Transaction Documents to which it is a party and delivered the same to the Company. b. The (ii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) for the Initial Note being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with Section 1(b) above. c. the Initial Flow of Funds Letter. 43 (iii) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the such Buyer at or prior to the Initial Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling (b) The obligation of the Company hereunder to issue and sell Additional Notes to each Buyer at the applicable Additional Closing is subject to the satisfaction, at or injunction before such Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have been enacted, entered, promulgated or endorsed by or executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation case of any Buyer, the amounts withheld pursuant to Section 4(j)) for the Additional Note being purchased by such Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the transactions contemplated date when made and as of such Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement. Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.
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Conditions to the Company’s Obligation to Sell.
(a) The obligation of the Company hereunder to issue and sell the
Note Notes and the related Warrants to
the each Buyer at the Closing is subject to the satisfaction, at or before the Closing
Date Date, of each of the following
conditions thereto, conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole
discretion: a. The discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have du...ly executed and delivered to the Company an Investor Collateral Certificate and, at the Company's direction, an Investor Note to the Collateral Agent in such original principal amount as is set forth across from such Buyer's name in column (7) of the Schedule of Buyers. (ii) Such Buyer shall have executed this Agreement each of the other Transaction Documents to which it is a party and delivered the same to the Company. b. The (iii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with Section 1(b) above. c. the Flow of Funds Letter. 44 (iv) Each Buyer shall have duly executed and delivered to the Company a leak-out agreement in the form of Exhibit I hereof (each, a "Leak-Out Agreement"), each by and between the Company and each such Buyer. (v) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the such Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
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Conditions to the Company’s Obligation to Sell.
(a) The obligation of the Company hereunder to issue and sell the
Note First Convertible Debenture to the
Buyer Investor at the
First Closing is subject to the satisfaction, at or before the
First Closing
Date Date, of each of the following
conditions thereto, conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:
a. (i) The
Buyer Investor shall have executed
this Agreement the Transaction Documents and d
...elivered the same them to the Company. b. (ii) The Buyer Investor shall have delivered to the Company the First Convertible Debenture Purchase Price in accordance with Section 1(b) above. c. Price, minus any fees to be paid directly from the proceeds of the First Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (iii) The representations and warranties of the Buyer Investor shall be true and correct in all material respects as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Investor at or prior to the First Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling (b) The obligation of the Company hereunder to issue and sell the Second Convertible Debenture to the Investor at the Second Closing is subject to the satisfaction, at or injunction before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (i) The Investor shall have been enacted, entered, promulgated or endorsed executed the Transaction Documents and delivered them to the Company. (ii) The Investor shall have delivered to the Company the Second Convertible Debenture Purchase Price by or in any court or governmental authority wire transfer of competent jurisdiction or any self-regulatory organization having authority over immediately available U.S. funds pursuant to the matters contemplated hereby which prohibits wire instructions provided by the consummation of any Company. 25 (iii) The representations and warranties of the transactions contemplated Investor shall be true and correct in all material respects as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement. Agreement to be performed, satisfied or complied with by the Investor at or prior to the Second Closing Date.
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