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 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. 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. 25 (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. (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. (c) The obligation of the Company hereunder to issue and sell the Third Convertible Debenture to the Investor at the Third Closing is subject to the satisfaction, at or before the Third 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 executed the Transaction Documents and delivered them to the Company. (ii) The Investor shall have delivered to the Company the Third Convertible Debenture Purchase Price 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 Investor shall be true and correct in all material respects as of the date when made and as of the Third 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 to be performed, satisfied or complied with by the Investor at or prior to the Third Closing 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 Convertible Debentures to
the each Buyer at
the each Closing is subject to the satisfaction, at or before
the such 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: (a) Such Buyer shall have exec
...uted this Agreement each of the Transaction Documents to which it is a party and delivered the same to the Company. b. The (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with Section 1(b) above. c. the Closing Statement (as defined below). 20 (c) 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 each 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 each Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction (d) The Company shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority received the conditional approval of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of TSX to the transactions contemplated herein and shall have obtained all shareholder approvals required by this Agreement. the TSX as required by such conditional approval.
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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 Convertible Debenture 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. (i) The
Buyer Investor shall have executed
this Agreement the Transaction Documents and delivered
the same ...them to the Company. b. 22 (ii) The Buyer Investor shall have delivered to the Company the Convertible Debenture Purchase Price Price, minus any fees to be paid directly from the proceeds the Closing as set forth in accordance with Section 1(b) above. c. 5(p)(ii) hereto, 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 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 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 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 executed
this Agreement eac...h 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(g)) for the Note 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. (iii) Each Buyer shall have duly executed and delivered to the Company a leak-out agreement in the form of Exhibit E hereof (each, a "Leak-Out Agreement"), each by and between the Company and each such Buyer. (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. The obligation of the Company hereunder to issue and sell the
Note Convertible Debentures to
the each Buyer at
the each Closing is subject to the satisfaction, at or before
the each Closing
Date Date, of each of the following
conditions thereto, provided 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: 21 (a) Such Buyer sh
...all have executed this Agreement each of the Transaction Documents to which it is a party and delivered the same to the Company. b. The (b) 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(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with Section 1(b) above. c. the Closing Statement. (c) 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 each 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 such 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 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, 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 (6) 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 Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above. c. (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 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. The obligation of the Company hereunder to issue and sell the
Note Preferred Stock and Warrants to
the Buyer at the Closing each Purchaser is subject to the satisfaction,
at on or before
the each 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 Buyer (a) Each Purchaser shall have executed
such Purchaser's Execution Page to this A
...greement and each other Transaction Document to which such Purchaser is a party and delivered the same to the Company. b. The Buyer (b) Each Purchaser shall have delivered the full amount of such Purchaser's applicable Purchase Price for such Closing Date in accordance with Section 1(b) above. c. 1 hereof. -12- (c) The representations and warranties of the Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer such Purchaser 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 such Purchaser on or prior to the such Closing Date. d. (d) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding 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. The obligation of the Company hereunder to issue and sell the
Note Initial Series G Preferred Shares, Preferred Warrants and the Common Warrants to
each Purchasing Buyer and to consummate the
Buyer Exchange 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: (a) 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 (b) Such Purchasing Buyer and each other Purchasing Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Purchasing Buyer, the amounts withheld pursuant to Section 4(g)) for the Initial Series G Preferred Shares, the Preferred Warrants and the Common Warrants being purchased by such Purchasing Buyer at the Closing by wire transfer of immediately available funds in accordance with Section 1(b) above. c. the Flow of Funds Letter. (c) 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 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 their sole
discretion: a. The discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall h
...ave 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 to the Company the Purchase Price (less, in accordance with the case of MCP Wellness II LP, a Delaware limited partnership, the amount withheld pursuant to Section 1(b) above. c. 4(g) of this Agreement on behalf of Merida) for the Note and the related Warrants being purchased by such Buyer at the Closing by (A) wire transfer of immediately available funds pursuant to the wire instructions provided by the Company or (B) by cancellation of indebtedness of Company or its Subsidiaries to Buyer. (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 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 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. The obligation of the Company hereunder to issue and sell the
Note Preferred Shares 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 executed
this Agreem...ent 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 its Purchase Price to the Company (or to the Escrow Account, as applicable) for the Preferred Shares being purchased by such Buyer on the date hereof (or such other time agreed in accordance with Section 1(b) above. c. writing by the Company) 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 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 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 Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction (iv) The closing of the Bonus Purchase Agreement shall have been enacted, entered, promulgated occurred simultaneously with, or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over immediately after, the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by Closing pursuant to this Agreement.
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