Common use of Both Parties Clause in Contracts

Both Parties. The obligations of the parties to consummate the transactions contemplated hereby shall be subject to the following conditions: (i) The representations and warranties of each of the Company and Purchaser shall be true and correct in all material respects on the Closing Date (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). (ii) There shall not have occurred a suspension or material limitation in trading in the Common Stock on any trading medium or exchange on which the Common Stock was being traded prior to the consummation of the purchase of the Shares. (iii) The Registration Rights Agreement shall have been executed and delivered by the parties. (iv) All consents, approvals or authorizations of any person required for the valid authorization, execution and delivery by the parties of this Agreement or for the consummation of the transactions contemplated hereby shall have been obtained. (v) No action or proceeding by or before any court, administrative body or governmental agency shall have been instituted or threatened by a third party which seeks to enjoin, restrain or prohibit this Agreement or consummation of the transactions contemplated hereby.