Common use of Conditions of Investor’s Obligations at Closing Clause in Contracts

Conditions of Investor’s Obligations at Closing. The obligations of the Investor under this Agreement are subject to the fulfillment, on or prior to the date of the Closing, of each of the following conditions, any of which may be waived in whole or in part in writing by the Investor: (a) The representations and warranties made by the Company in Section 2 shall be true and correct when made, and shall be true and correct on the date of Closing with the same force and effect as if they had been made on and as of the same date. (b) The Company shall have performed and complied with all agreements, obliga­tions and conditions contained in this Agreement that are required to be performed or complied with by it on or prior to the date of Closing. (c) No material adverse effect on the Company’s business, properties, prospects or condition (financial or otherwise) shall have occurred between June 30, 2011 and the date of the Closing and the President and/or Chief Executive Officer of the Company shall deliver to the Investor at the Closing a certificate stating that the conditions specified in Sections 4.1(a), (b) and (c) have been fulfilled. (d) Except for the notices required or permitted to be filed after the date of Closing pursuant to applicable federal and state securities laws, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Securities. (e) At the Closing, the sale and issuance by the Company, and the purchase by the Investor, of the Securities shall be legally permitted by all laws and regulations to which such Investor and/or the Company are subject. (f) At the Closing, the Company shall have delivered to the Investor a certificate executed by the Secretary of the Company dated as of the date of the Closing certifying with respect to (i) a copy of the Company’s Certificate of Incorporation and its Bylaws in effect on such date and that the Company is not in violation of or default under any provision of its Certificate of Incorporation or Bylaw as of and on the date of the Closing and (ii) board resolutions of the Company authorizing the transactions contemplated by this Agreement and the other Loan Documents. (g) The Company shall have executed and delivered to the Investor the Note, in the form attached hereto as Exhibit A, and the Warrant, in the form attached hereto as Exhibit B, in each case in accordance with the original principal amounts and number of shares set forth on Schedule A opposite such Investor’s name.

Conditions of Investor’s Obligations at Closing. The obligations of the Investor under this Agreement at the Closing are subject to the fulfillment, on or prior to the date of the Closing, of each of the following conditions, any of which may be waived in whole or in part in writing by the InvestorInvestors: (a) The representations and warranties made by the Company in Section 2 shall be true and correct when made, and shall be true and correct on the date of Closing with the same force and effect as if they had been made on and as of the same date. (b) The Company shall have performed and complied with all agreements, obliga­tions obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or prior to the date of Closing. (c) No material adverse effect on the Company’s business, properties, prospects or condition (financial or otherwise) shall have occurred between June 30, 2011 and the date of the Closing and the President and/or Chief Executive Officer of the Company shall deliver to the Investor at the Closing a certificate stating that the conditions specified in Sections 4.1(a), (b) and (c) have been fulfilled. (d) Except for the notices required or permitted to be filed after the date of Closing pursuant to applicable federal and state securities laws, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the SecuritiesNotes and the Shares. (d) The Company shall have delivered to the Investor a certificate duly executed by the chief executive officer of the Company stating that the Company is in compliance with the conditions specified in Section 5.1(a)-(c) hereof. (e) At the Closing, the sale and issuance by the Company, and the purchase by the Investor, of the Securities Note, the Shares, the Additional Shares and the Penalty Shares shall be legally permitted by all laws and regulations to which such Investor and/or the Company are subject. (f) At the Closing, the Company shall duly execute and deliver to the Investor the Transaction Documents, including such Investor’s Note, and shall have delivered to its transfer agent irrevocable instructions to issue to the Investor a certificate executed by the Secretary of the Company dated as of the date of the Closing certifying with respect Shares to (i) a copy of the Company’s Certificate of Incorporation and its Bylaws in effect on be issued to such date and that the Company is not in violation of or default under any provision of its Certificate of Incorporation or Bylaw as of and on the date of the Closing and (ii) board resolutions of the Company authorizing the transactions contemplated by this Agreement and the other Loan DocumentsInvestor hereunder. (g) The Company shall have delivered a legal opinion by its counsel that (i) the Shares, Additional Shares and the Penalty Shares are duly authorized and when issued will be validly issued, fully paid and non-assessable; (ii) the Transaction Documents have been duly authorized, executed and delivered to the Investor the Notedelivered, in the form attached hereto as Exhibit A, and the Warrant, in the form attached hereto as Exhibit B, in each case of which is enforceable in accordance with its terms; and (iii) the original principal amounts transactions contemplated by the Transaction Documents do not violate applicable laws, any material agreements of the Company or its subsidiaries, or the rules and number regulations of shares set forth on Schedule A opposite such Investor’s nameAMEX.

Conditions of Investor’s Obligations at Closing. The obligations of the Investor Investors under this Agreement are subject to the fulfillment, on or prior to the date of the Closing, of each of the following conditions, any of which may be waived in whole or in part in writing by the InvestorInvestors: (a) The representations and warranties made by the Company in Section 2 shall be true and correct when made, and shall be true and correct on the date of Closing with the same force and effect as if they had been made on and as of the same date. (b) The Company shall have performed and complied with all agreements, obliga­tions and conditions contained in this Agreement that are required to be performed or complied with by it on or prior to the date of Closing. (c) No material adverse effect on the Company’s business, properties, prospects or condition (financial or otherwise) shall have occurred between June 30, 2011 and the date of the Closing and the President and/or Chief Executive Officer of the Company shall deliver to the Investor Investors at the Closing a certificate stating that the conditions specified in Sections 4.1(a), (b) and (c) have been fulfilled. (d) Except for the notices required or permitted to be filed after the date of Closing pursuant to applicable federal and state securities laws, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Securities. (e) At the Closing, the sale and issuance by the Company, and the purchase by the InvestorInvestors, of the Securities shall be legally permitted by all laws and regulations to which such Investor Investors and/or the Company are subject. (f) At the Closing, the Company shall have delivered to the Investor Investors a certificate executed by the Secretary of the Company dated as of the date of the Closing certifying with respect to (i) a copy of the Company’s Certificate of Incorporation and its Bylaws in effect on such date and that the Company is not in violation of or default under any provision of its Certificate of Incorporation or Bylaw as of and on the date of the Closing and (ii) board resolutions of the Company authorizing the transactions contemplated by this Agreement and the other Loan Documents. (g) The Company shall have executed and delivered to the each Investor the a Note, in the form attached hereto as Exhibit A, and the a Warrant, in the form attached hereto as Exhibit B, in each case in accordance with the original principal amounts and number of shares set forth on Schedule A opposite such Investor’s name.

Conditions of Investor’s Obligations at Closing. The obligations of the Investor under this Agreement at the Closing are subject to the fulfillment, on or prior to the date of the Closing, of each of the following conditions, any of which may be waived in whole or in part in writing by the InvestorInvestors: (a) The representations and warranties made by the Company in Section 2 shall be true and correct when made, and shall be true and correct on the date of Closing with the same force and effect as if they had been made on and as of the same date. (b) The Company shall have performed and complied with all agreements, obliga­tions obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or prior to the date of Closing. (c) No material adverse effect on the Company’s business, properties, prospects or condition (financial or otherwise) shall have occurred between June 30, 2011 and the date of the Closing and the President and/or Chief Executive Officer of the Company shall deliver to the Investor at the Closing a certificate stating that the conditions specified in Sections 4.1(a), (b) and (c) have been fulfilled. (d) Except for the notices required or permitted to be filed after the date of Closing pursuant to applicable federal and state securities laws, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Note and the Securities. (d) The Company shall have delivered to the Investor a certificate duly executed by the chief executive officer of the Company stating that the Company is in compliance with the conditions specified in Section 4.1(a)-(c) hereof. (e) At the Closing, the sale and issuance by the Company, and the purchase by the Investor, of the Securities Note, shall be legally permitted by all laws and regulations to which such Investor and/or the Company are subject. (f) At the Closing, the Company shall have delivered duly execute and deliver to the Investor a certificate executed by the Secretary of Transaction Documents, including the Company dated as of the date of the Closing certifying with respect to (i) a copy of the Company’s Certificate of Incorporation and its Bylaws in effect on such date and that the Company is not in violation of or default under any provision of its Certificate of Incorporation or Bylaw as of and on the date of the Closing and (ii) board resolutions of the Company authorizing the transactions contemplated by this Agreement and the other Loan DocumentsNote. (g) The Company shall have executed deliver to its transfer agent an opinion by its counsel that the Shares if and delivered when issued, pursuant to the Investor the Note, in the form attached hereto as Exhibit A, this Agreement and the Warrant, in the form attached hereto as Exhibit B, in each case in accordance with the original principal amounts and number of shares set forth on Schedule A opposite such Investor’s nameNote should be issued without any restrictive legends.

Conditions of Investor’s Obligations at Closing. The obligations of the Investor Investors under this Agreement are subject to the fulfillment, on or prior to the date of the Closing, of each of the following conditions, any of which may be waived in whole or in part in writing by the InvestorInvestors: (a) The representations and warranties made by the Company in Section 2 shall be true and correct when made, and shall be true and correct on the date of Closing with the same force and effect as if they had been made on and as of the same date. (b) The Company shall have performed and complied with all agreements, obliga­tions and conditions contained in this Agreement that are required to be performed or complied with by it on or prior to the date of Closing. (c) No material adverse effect on the Company’s business, properties, prospects or condition (financial or otherwise) shall have occurred between June 30December 31, 2011 and the date of the Closing and the President and/or Chief Executive Officer of the Company shall deliver to the Investor Investors at the Closing a certificate stating that the conditions specified in Sections 4.1(a), (b) and (c) have been fulfilled. (d) Except for the notices required or permitted to be filed after the date of Closing pursuant to applicable federal and state securities laws, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Securities. (e) At the Closing, the sale and issuance by the Company, and the purchase by the InvestorInvestors, of the Securities shall be legally permitted by all laws and regulations to which such Investor Investors and/or the Company are subject. (f) At the Closing, the Company shall have delivered to the Investor Investors a certificate executed by the Secretary of the Company dated as of the date of the Closing certifying with respect to (i) a copy of the Company’s Certificate of Incorporation and its Bylaws in effect on such date and that the Company is not in violation of or default under any provision of its Certificate of Incorporation or Bylaw as of and on the date of the Closing and (ii) board resolutions of the Company authorizing the transactions contemplated by this Agreement and the other Loan Documents. (g) The Company shall have executed and delivered to the each Investor the a Note, in the form attached hereto as Exhibit A, and the a Warrant, in the form attached hereto as Exhibit B, in each case in accordance with the original principal amounts and number of shares set forth on Schedule A opposite such Investor’s name.