Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the
Note Initial Preferred Shares, Preferred Warrants and the Common 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 the...reof: (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 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 Initial Preferred Shares, the Preferred Warrants and the Common 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. (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Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the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. The obligation of the Company hereunder to issue and sell the
Note Preferred Shares 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 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 in accordance with Section 1(b) above. c. for the Preferred 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 37 7. CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Preferred Shares and the related Warrants at the Closing is subject to the satisfaction, at or injunction before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to the Buyer each of the Transaction Documents and the stock certificates representing the Preferred Shares (allocated in such numbers as such Buyer shall request in writing at least two (2) Business Days prior to the Closing Date) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Reserved (iii) Reserved (iv) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ninety (90) days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit C. (vi) The representations and warranties of the Company shall be true and correct 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 Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit D. (vii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (viii) The Certificate of Designations in the form attached hereto as Exhibit A shall have been enacted, entered, promulgated or endorsed by or filed with the Secretary of State of the State of Delaware and shall be in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over full force and effect, enforceable against the matters contemplated hereby which prohibits the consummation of any of Company in accordance with its terms and shall not have been amended. (ix) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement. Agreement as such Buyer or its counsel may reasonably request. (x) Reserved 38 (xi) The Company shall provide an officer's certificate evidencing that the acquisitions referred to in Section 7(x) have closed in escrow and upon the Buyers delivering $575,000 to the Company and authorizing the Company by email or otherwise to release all signature pages to those Agreements and related transactions and also releasing the signature pages of the Buyers and the Company to this Agreement and the signature pages of the Company to the Warrants purchased under this Agreement, each of the acquisitions and this Agreement shall be deemed closed.
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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 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: (m)Such Buyer shall have executed
this A...greement each of the Transaction Documents to which it is a party and delivered the same to the Company. b. The (n)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 the Closing Statement. (o)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 sole
discretion: a. The discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have ex
...ecuted 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 Restricted Funds Account the Purchase Price Price, which amount shall be the "Restricted Funds," (less, in the case of any Buyer, the amounts that may be 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. (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.
(a) 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 Ag...reement 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(g)) for the Preferred Shares 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) The representations and warranties of the such Buyer shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time 31 (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 Convertible 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 A...greement 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 in accordance with Section 1(b) above. c. for the Convertible Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds. (iii) The representations and warranties of the such Buyer shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all 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 Series D Preferred Shares, the Warrant and Commitment Shares 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 Transa...ction Documents and delivered the same them to the Company. b. (ii) The Buyer Investor shall have delivered to the Company the 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.
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Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the
Note Common 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: (a) Such Buyer shall have executed
this Agreement...b. The (b) Such Buyer shall have delivered to the Company the Purchase Price in accordance with Section 1(b) above. c. Price, for the Common 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. (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 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.
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Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the
Note Shares to
the Buyer a Purchaser at the 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. 6.1 The
Buyer applicable Purchaser shall have executed this Agreement
and each Transaction Document to which it is a party, and d
...elivered the same to the Company. b. 6.2 The Buyer applicable Purchaser shall have delivered the Purchase Price Subscription Amount in accordance with Section 1(b) Subsection 1.4 above. c. 18 6.3 The representations and warranties of the Buyer applicable Purchaser 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), respects, and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Date. d. 6.4 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. Agreement and the other Transaction Documents.
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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 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 o...f 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 Purchase Price in accordance with Section 1(b) above. c. 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 (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all 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 8 (iv) The shareholders of the company 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 consented to the matters contemplated hereby which prohibits the consummation of any issuance of the transactions contemplated by this Agreement. Shares to the Buyers at the Shareholder Meeting described above in Section 4(c) hereof.
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