Common use of Additional Conditions to Obligations Clause in Contracts

Additional Conditions to Obligations. of the Company at the Closing. The obligations of the Company issue and sell the Unsubscribed Shares and to consummate the other transactions contemplated hereby shall be subject to the satisfaction (or waiver by the Company) at or prior to the Closing Date of each of the following additional conditions: (a) the representations and warranties of the Purchaser set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing as though made on and as of the Closing or in the case of representations and warranties made as of a specified date earlier than the Closing, shall have been true and correct in all material respects on and as of such date; (b) the Purchaser shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by it on or prior to the Closing Date; and (c) the Purchaser shall have delivered the following to the Company: (i) the purchase price payable for the Unsubscribed Shares; (ii) an officer's certificate certifying as to the Purchaser's compliance with the conditions set forth in clauses (a) and (b) of this Section 7.3; and (iii) such other documents as may be required by this Agreement or reasonably requested by the Company.

Additional Conditions to Obligations. of the Company Purchaser at the Closing. The obligations obligation of the Company issue and sell Purchaser to purchase the Unsubscribed Shares and to consummate the other transactions contemplated hereby shall be subject to the satisfaction (or waiver by the CompanyPurchaser) at or prior to the Closing Date of each of the following additional conditions: (a) the representations and warranties of the Purchaser each of Blue Ridge and Big Boulder set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing as though made on and as of the Closing or in the case of representations and warranties made as of a specified date earlier than the Closing, shall have been true and correct in all material respects on and as of such date; (b) the Purchaser each of Blue Ridge and Big Boulder shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by it on or prior to the Closing Date; (c) from the date hereof through the Closing Date, there shall not have occurred, and be continuing, a Material Adverse Effect; (d) the trading of the Common Stock shall not have been suspended by the SEC or by any automated quotation system on which the Common Stock is quoted; (e) the Company shall have delivered the certificates for the Unsubscribed Shares to the Purchaser; and (cf) the Purchaser each of Blue Ridge and Big Boulder shall have delivered the following to the Company: (i) the purchase price payable for the Unsubscribed Shares; (ii) Purchaser an officer's certificate certifying as to the Purchaser's its compliance with the conditions set forth in clauses (a) and (b) of this Section 7.3; and (iii) such other documents as may be required by this Agreement or reasonably requested by the Company7.2.

Additional Conditions to Obligations. of the Company at the Each Closing. The obligations of the Company issue and sell the Unsubscribed Shares and to consummate the other transactions contemplated hereby to be consummated at each Closing shall be subject to the satisfaction (or waiver by the Company) at or prior to the applicable Closing Date of each of the following additional conditions: (a) the representations and warranties of the Purchaser set forth contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing as though made on and as of the Closing or in the case of representations and warranties made as of a specified date earlier than the Closing, shall have been true and correct in all material respects on at and as of the date they were made, and shall be true and correct in all respects at and as of such Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects (without regard to any qualifiers with respect to materiality or material adverse effect set forth therein) would have, in the aggregate, a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement; (b) the Purchaser shall have performed and complied performed, in all material respects with the covenants and agreements contained in this Agreement which are required respects, all of its obligations contemplated herein to be performed and complied with by it the Purchaser on or prior to the such Closing Date; (c) the Series A Holder Approval and the Company Stockholder Approval shall have been obtained; and (cd) the Purchaser shall have delivered the following to the Company: (i) the portion of the purchase price payable for the Unsubscribed SharesPreferred Shares and Warrants being purchased at such Closing; (ii) an officer's certificate certifying as to the Purchaser's compliance with the conditions set forth in clauses (a) and (b) of this Section 7.36.3; (iii) an opinion of the Purchaser's independent counsel in substantially the form of, or as to substantially the matters set forth in, Exhibit 6.3(d); and (iiiiv) such other documents as may be required by this Agreement or reasonably requested by the Company.

Additional Conditions to Obligations. of the Company at the Closing. The obligations of the Company to issue and sell the Unsubscribed Shares and to issue the Standby Commitment Fee Warrants and to consummate the other transactions contemplated hereby shall be subject to the satisfaction (or waiver by the Company) at or prior to the Closing Date of each of the following additional conditions: (a) the representations and warranties of the each Purchaser set forth in this Agreement (disregarding for these purposes, the phrases "material," "materially," "in all material respects," "Material Adverse Effect" and any similar phrase) shall be true and correct in all material respects as of the date hereof and as of the Closing Closing, as though made on and as of the Closing or in (except to the case of extent such representations and warranties made as of a specified date relate to an earlier than the Closingdate, in which case such representations and warranties shall have been be true and correct in all material respects correct, on and as of such date;earlier date (disregarding for these purposes, the phrases "material," "materially," "in all material respects," "Material Adverse Effect" and any similar phrase)), except for such failures to be true and correct which, individually or in the aggregate, have not had and are not reasonably likely result in a material adverse effect on such Purchaser's ability to consummate the transactions contemplated by this Agreement; provided, however, that in the event that one or more Purchasers fails to satisfy the condition specified in this Section 6.3(a) (such Purchasers are referred to for purposes of this proviso as the "BREACHING PURCHASERS") but the other Purchasers that have satisfied such condition agree to purchase the Unsubscribed Shares to be purchased by such Breaching Purchasers, then this condition shall nonetheless be deemed to be satisfied; and (b) the each Purchaser shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by it on or prior to the Closing Date; andprovided, however, that in the event that one or more Purchasers fails to satisfy the condition specified in this Section 6.3(b) (such Purchasers are referred to for purposes of this proviso as the "BREACHING PURCHASERS") but the other Purchasers that have satisfied such condition agree to purchase the Unsubscribed Shares to be purchased by such Breaching Purchasers, then this condition shall nonetheless be deemed to be satisfied; (c) the each Purchaser shall have delivered the following to the Company: (i) the purchase price payable for the Unsubscribed Shares;Shares which such Purchaser is acquiring; and (ii) an officer's certificate certifying as to the such Purchaser's compliance with the conditions set forth in clauses (a) and (b) of this Section 7.3; and (iii) such other documents as may be required by this Agreement or reasonably requested by the Company6.3.

Additional Conditions to Obligations. of the Company at the Closing. ------------------------------------------------------------------ The obligations of the Company issue and sell the Unsubscribed Shares and to consummate the other transactions contemplated hereby to be consummated at the Closing shall be subject to the satisfaction (or waiver by the Company) at or prior to the Closing Date of each of the following additional conditions: (a) the representations and warranties of the Purchaser set forth contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing as though made on and as of the Closing or in the case of representations and warranties made as of a specified date earlier than the Closing, shall have been true and correct in all material respects on at and as of the date they were made, and shall be true and correct in all respects at and as of the Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects would have, in the aggregate, a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement; (b) the Purchaser shall have performed and complied performed, in all material respects with the covenants and agreements contained in this Agreement which are required respects, all of its obligations contemplated herein to be performed and complied with by it the Purchaser on or prior to the Closing Date; (c) the Company Stockholder Approval shall have been obtained; and (cd) the Purchaser shall have delivered the following to the Company: (i) the purchase price payable for the Unsubscribed Purchased Shares; (ii) an officer's certificate certifying as to the Purchaser's compliance with the conditions set forth in clauses (a) and (b) of this ----------- --- Section 7.36.3; andand ----------- (iii) such other documents as may be required by this Agreement or reasonably requested by the Company.