Conditions of Investors. The obligations of Investors to make the Loans are subject to the fulfillment, to the satisfaction of Investors, of each of the following conditions on or before the Closing Date applicable to each Investor: (a) The Company shall have executed and delivered to Investors the Transaction Agreements; (b) The representations and warranties contained in Article 4 shall be true, complete, and correct on and as of such Closing Date; (c) The Company shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at such Closing Date, as appropriate; (d) All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Notes and Warrants pursuant to this Agreement shall be obtained and effective as of such Closing Date; and (e) The Transaction Agreements, and the transactions contemplated thereby, shall have been approved by the Board of Directors.
Appears in 2 contracts
Samples: Convertible Debt and Security Agreement (Beamz Interactive Inc), Convertible Debt and Security Agreement (Beamz Interactive Inc)
Conditions of Investors. The obligations of Investors to make the Loans are subject to the fulfillment, to the satisfaction of Investors, of each of the following conditions on or before the Closing Date applicable to each Investor:
(a) The Company shall have executed and delivered to Investors the Transaction AgreementsDocuments;
(b) The representations and warranties contained in Article 4 3 shall be true, complete, and correct on and as of such Closing Date;
(c) The Company shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at such Closing Date, as appropriate;
(d) The Investors shall have received a certificate from the Chief Executive Officer or President of the Company certifying that the conditions specified in subsection (b) and (c) above have been fulfilled;
(e) All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Notes and Warrants Securities pursuant to this Agreement shall be obtained and effective as of such Closing Date; and;
(ef) The Transaction AgreementsDocuments, and the transactions contemplated thereby, shall have been approved by the Board of Directors.
Appears in 1 contract
Conditions of Investors. The obligations of Investors to make the Loans are subject to the fulfillment, to the satisfaction of Investors, of each of the following conditions on or before the Closing Date applicable to each Investor:
(a) The Company shall have executed and delivered to Investors the Transaction AgreementsDocuments;
(b) The representations and warranties contained in Article 4 shall be true, complete, and correct on and as of such Closing Date;
(c) The Company shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at such Closing Date, as appropriate;
(d) All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Notes and Warrants pursuant to this Agreement shall be obtained and effective as of such Closing Date; and
(e) The Transaction Agreements, and the transactions contemplated thereby, shall have been approved by the Board of Directors.
Appears in 1 contract
Samples: Convertible Debt and Security Agreement (Beamz Interactive Inc)