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.
View More
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the
Note 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
20 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 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 (less, in accordance with the case of JCP, the amounts withheld pursuant to Section 1(b) above. c. 4(f)), for the Shares being purchased by such Buyer at the Closing 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 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.
View More
Conditions to the Company’s Obligation to Sell. 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. (a) The
Buyer Investor shall have executed
this Agreement the Transaction Documents and delivered
the same them... to the Company. b. (b) The Buyer Investor shall have delivered to the Company the Purchase Price in accordance with Section 1(b) above. c. for the Convertible Debenture, minus any fees to be paid directly from the proceeds the Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) 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.
View More
Conditions to the Company’s Obligation to Sell. 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 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 (less, in accordance with the case of the Lead Investor, the amounts withheld pursuant to Section 1(b) above. c. 4(d)) for the Notes being purchased by such Buyer at the Closing 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 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 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.
View More
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the
Promissory Note 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. (a) The
Buyer Investor shall have executed
this Agreement the Transaction Documents and delivered
the same them to the Com
...pany. b. 19 (b) The Buyer Investor shall have delivered to the Company the Promissory Note Purchase Price in accordance with Section 1(b) above. c. Price, minus any fees to be paid directly from the proceeds of the Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) 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.
View More
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 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 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.
View More
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 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 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.
View More
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the
Note Common Shares, the Preferred Shares, if any, 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 th...ereof: (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 its Purchase Price to the Company (or to the Escrow Account, as applicable) (less, in accordance with the case of the Lead Investor, the amounts withheld pursuant to Section 1(b) above. c. 4(g)) for the Common Shares, the Preferred Shares, if any, and the related Warrants being purchased by such Buyer at the Closing 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 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.
View More
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the
Promissory Note 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. The
Buyer Investor shall have executed
this Agreement the Transaction Documents and delivered
the same them to the Company
.... b. The Buyer Investor shall have delivered to the Company the Promissory Note Purchase Price in accordance with Section 1(b) above. c. Price, minus any fees to be paid directly from the proceeds of the Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. 19 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.
View More
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. (ii) The Buyer Investor shall have delivered to the Company the 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 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.
View More
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the
Promissory Note 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. (a) The
Buyer Investor shall have executed
this Agreement the Transaction Documents and delivered
the same them to the Com
...pany. b. (b) The Buyer Investor shall have delivered to the Company the Promissory Note Purchase Price in accordance with Section 1(b) above. c. Price, minus any fees to be paid directly from the proceeds of the Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) 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.
View More
