Common use of Co-Investor’s Conditions Clause in Contracts

Co-Investor’s Conditions. The obligations of each Co-Investor to consummate the subscription of such Co-Investor’s Investor Shares, in the case of an Investor, and the Purchaser Shares, in the case of the Purchaser shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following additional conditions (any or all of which may be waived by such Co-Investor on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) The respective representations and warranties of the Company, Tribute and Pozen set forth in Sections 3.1, 3.2, and 3.3, respectively, qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Investment Closing as though made at and as of the Investment Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); (b) each of the Company, Tribute and Pozen shall have performed and complied in all material respects with its respective obligations and agreements required in this Agreement to be performed or complied with by it on or prior to the Investment Closing Date; (c) the Company Shares shall have been approved for listing on NASDAQ and the TSX, subject to official notice of issuances in respect of NASDAQ and subject to compliance with all of the customary conditions of the TSX, including receipt of all documentation required by the TSX; (d) Tribute shall have delivered, or caused to be delivered, to such Co-Investor at the Investment Closing, Tribute’s closing deliverables described in Section 2.4; (e) Tribute shall have been a reporting issuer in a jurisdiction of Canada for the four (4) months immediately preceding the Investment Closing and shall be a reporting issuer not in default as at the time of the Investment Closing; (f) The conditions set forth in Article 4.1 of the Second Amended and Restated Facility Agreement, dated as of the date hereof, by and among the Company, Pozen, Tribute and the lenders party thereto (the “Lenders”) shall have been fulfilled, or shall have been waived by the Lenders; (g) there shall not be pending any suit, action or proceeding by any Person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement, which suit, action or proceeding is reasonably likely to have a material adverse effect on such Co-Investor; (h) Pozen shall have delivered, or caused to be delivered, to such Co-Investor at the Investment Closing, Pozen’s closing deliverables described in Section 2.5; (i) the Company shall have delivered, or caused to be delivered, to such Co-Investor at the Investment Closing, the Company’s closing deliverables described in Section 2.7; and (j) Purchaser, on the one hand, and the Company, Tribute and Pozen, on the other hand, shall not have terminated the Agreement pursuant to Section 7.1(a).

Co-Investor’s Conditions. The obligations of each Co-Investor to consummate the subscription of such the Shares set forth opposite each Co-Investor’s Investor Shares, in the case of an Investor, and the Purchaser Shares, in the case of the Purchaser name on Schedule I hereto shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following additional conditions (any or all of which may be waived by such Co-Investor on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) The respective representations and warranties of the Company, Tribute and Pozen set forth in Sections 3.1, 3.2, and 3.3, respectively, qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Investment Closing as though made at and as of the Investment Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); (b) each of the Company, Tribute and Pozen shall have performed and complied in all material respects with its respective obligations and agreements required in this Agreement to be performed or complied with by it on or prior to the Investment Closing Date; (c) the Company Shares shall have been approved for listing on NASDAQ and the TSX, subject to official notice of issuances in respect of NASDAQ and subject to compliance with all of the customary conditions requirements of the TSX, including receipt of all documentation required by the TSX; (d) Tribute shall have delivered, or caused to be delivered, to such Co-Investor at the Investment Closing, Tribute’s closing deliverables described in Section 2.4; (e) Tribute shall have been a reporting issuer in a jurisdiction of Canada for the four (4) months immediately preceding the Investment Closing and shall be a reporting issuer not in default as at the time of the Investment Closing; (f) The conditions set forth in Article 4.1 of the Second Amended and Restated Facility Agreement, dated as of the date hereof, by and among the Company, Pozen, Tribute and the lenders party thereto (the “Lenders”) shall have been fulfilled, or shall have been waived by the Lenders; (g) there shall not be pending any suit, action or proceeding by any Person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement, which suit, action or proceeding is reasonably likely to have a material adverse effect on such Co-Investor; (hf) Pozen shall have delivered, or caused to be delivered, to such Co-Investor at the Investment Closing, Pozen’s closing deliverables described in Section 2.5; (ig) the Company shall have delivered, or caused to be delivered, to such Co-Investor at the Investment Closing, the Company’s closing deliverables described in Section 2.7; and (jh) Purchaser, on the one hand, and the Company, Tribute and Pozen, on the other hand, shall not have terminated the Agreement pursuant to Section 7.1(a).