Common use of Company’s Conditions Precedent Clause in Contracts

Company’s Conditions Precedent. The obligation of the Company to complete the issuance of the Shares to each Purchaser contemplated by this Agreement is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of such Purchaser contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) Such Purchaser shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (d) Such Purchaser shall have delivered to the Company a certificate, dated as of the Closing Date, certifying to his or her knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.2; and (e) Such Purchaser shall have executed and delivered to the Company each of the other Transaction Documents.

Company’s Conditions Precedent. The obligation of the Company to complete the issuance of the Shares to each the Purchaser contemplated by this Agreement is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of such the Purchaser contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) Such the Purchaser shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (d) Such the Purchaser shall have delivered to the Company a certificate, dated as of the Closing Date, certifying to his or her knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.2; and (e) Such the Purchaser shall have executed and delivered to the Company each of the other Transaction Documents.

Company’s Conditions Precedent. The obligation of the Company to complete the issuance of the Shares to each Purchaser contemplated by this Agreement is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of such Purchaser contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) Such Purchaser shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (d) Such Purchaser shall have delivered to the Company a certificate, dated as of the Closing Date, certifying to his or her knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.2; and (e) Such Purchaser shall have executed and delivered to the Company each of the other Transaction Documents.

Company’s Conditions Precedent. (a) The obligation obligations of the Company to complete the issuance of the Shares to each Purchaser transactions contemplated by this Agreement is herein are subject to the satisfaction fulfilment prior to or at the Time of Closing of each of the following conditions precedentconditions: (ai) each receipt by the Company of all required Governmental Approvals or approvals of other Persons of the transactions contemplated by this Agreement, including conditional acceptance of the TSXV of the issuance and listing of the Unit Shares, the Debenture Shares and the Warrant Shares on the TSXV; (ii) execution and delivery by the Investor of the Convertible Debenture and execution and delivery of the Services Agreement by the Parent; (iii) the representations and warranties of such Purchaser contained in made by the Investor under this Agreement shall be true and correct in all material respects as of the Closing DateTime of Closing, with the same effect as though other than those representations and warranties had been made on and which are qualified by materiality, which shall be true in all respects as of the Closing DateTime of Closing, except and unless they are expressed to the extent that any such representation or warranty is be made only as of a specified date, an earlier fixed date in which case such representation or warranty they need only to be true and correct only as of such earlier date; (biv) Such Purchaser the Investor shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required herein agreed to be performed or complied with caused to be performed by it at or before the Closingit; (cv) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, action shall have enactedbeen taken by any Governmental Entity prohibiting or making illegal the execution and delivery of this Agreement or any transaction contemplated by this Agreement; (vi) no action, issuedsuit or proceeding shall have been instituted and be continuing by any Person to restrain, promulgated, enforced modify or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits prevent the consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (dvii) Such Purchaser the Investor shall have filed, or cause to be filed, with the TSXV, if applicable, (A) a Form 4C - Corporate Placee Registration Form for the Investor, (B) a personal information form or declaration form for the Investor's Nominee to the Board, and (C) any other personal information forms or declaration forms required to be filed in respect of the Investor’s purchase of the Units and Convertible Debentures; and (viii) the delivery of all documents and consideration required to be delivered to the Company a certificateby the Investor pursuant to Article 7, dated as to the satisfaction of the Closing Date, certifying to his or her knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.2; and (e) Such Purchaser shall have executed and delivered to the Company each of the other Transaction Documentsacting reasonably.