Common use of CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS Clause in Contracts

CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligations of Investor under subsection 1.a of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, unless expressly waived in writing by the Investor: a. The representations and warranties of the Company contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing, except for representations and warranties made as of a particular date, which shall be true and correct as of such 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 before the Closing. c. The President of the Company shall deliver to Investor at the Closing a certificate stating that the conditions specified in Sections 7.a and 7.b have been fulfilled and stating that there shall have been no material adverse change in the business, affairs, operations, properties, assets or financial condition of the Company since the date of this Agreement. d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement. e. The Company shall have delivered to Investor a certificate representing the Common Shares, duly registered on the books of the Company in the name of the Investor. f. Investor shall have received from Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx, LLP, counsel for the Company, an opinion, dated as of the Closing Date, in substantially the form attached hereto as EXHIBIT A.

CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligations of Investor under subsection 1.a of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, unless expressly waived in writing by the Investor: a. The representations and warranties of the Company contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing, except for representations and warranties made as of a particular date, which shall be true and correct as of such 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 before the Closing. c. The President of the Company shall deliver to Investor at the Closing a certificate stating that the conditions specified in Sections 7.a 6.a and 7.b 6.b have been fulfilled and stating that there shall have been no material adverse change in the business, affairs, operations, properties, assets or financial condition of the Company since the date of this Agreement. d. The Company shall have caused the Certificate of Determination to be filed with the Secretary of State of the State of California in accordance with the laws thereof. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement. e. f. The applicable waiting period under the HSR Act relating to the sale of the Preferred Shares shall have expired or been terminated. g. The Company, the Trustee and Investor shall have entered into the Voting Trust Agreement. h. The Company shall have delivered to Investor a certificate representing the Common Preferred Shares, duly registered on the books of the Company in the name of the Investor. f. i. Investor shall have received from Xxxxxx, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, counsel for the Company, an opinion, dated as of the Closing Date, in substantially the form attached hereto as EXHIBIT A.D. j. The Company and Glaxo shall have entered into the Amendment and Investor shall have accepted and agreed to the Amendment.

CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligations of each Investor under subsection 1.a Section 1 of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, unless such condition or conditions are expressly waived in writing by the InvestorMajority Investors: a. The representations and warranties of the Company contained in Section 3 shall be true in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing, except for representations and warranties made as of a particular date, which shall be true and correct as of such date. b. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. c. The President Chief Executive Officer of the Company shall deliver to each Investor at the Closing a certificate stating that the conditions specified in Sections 7.a 6.a and 7.b 6.b have been fulfilled and stating that there shall have been no material adverse change in the business, affairs, operations, properties, assets or financial condition of the Company since the date of this Agreementfulfilled. d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement. e. The Company shall have delivered to Investor a certificate representing the Common Shares, duly registered on the books of the Company in the name of the Investor. f. Each Investor shall have received from Xxxxxx, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, counsel for the Company, an opinion, dated as of the Closing Date, in substantially the form attached hereto as EXHIBIT Exhibit A. f. The Company and the Investors shall have entered into that certain Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Registration Rights Agreement”). g. The Company shall (a) have filed a listing application with Nasdaq for the Common Shares and (b) continue to have its shares of Common Stock listed for trading on Nasdaq.

CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligations of Investor under subsection 1.a 1(a) of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, unless expressly waived in writing by the Investor: a. (a) The representations and warranties of the Company contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing, except for representations and warranties made as of a particular date, which shall be true and correct as of such date. b. (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 before the Closing. c. (c) The President of the Company shall deliver to Investor at the Closing a certificate stating that the conditions specified in Sections 7.a 6(a) and 7.b 6(b) have been fulfilled and stating that there shall have been no material adverse change in the business, affairs, operations, properties, assets or financial condition of the Company since the date of this Agreement. d. (d) The Company shall have caused the Certificate of Determination to be filed with the Secretary of State of the State of California in accordance with the laws thereof. (e) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement. e. (f) The applicable waiting period under the HSR Act relating to the sale of the Preferred Shares shall have expired or been terminated. (g) The Company, the Trustee and Investor shall have entered into the Voting Trust Agreement. (h) The Company shall have delivered to Investor a certificate representing the Common Preferred Shares, duly registered on the books of the Company in the name of the Investor. f. (i) Investor shall have received from Xxxxxx, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, counsel for the Company, an opinion, dated as of the Closing Date, in substantially the form attached hereto as EXHIBIT A.D. (j) The Company and Glaxo shall have entered into the Amendment and Investor shall have accepted and agreed to the Amendment.

CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligations In addition to the conditions precedent set forth in Section 3.1, the obligation of Investor under subsection 1.a of this Agreement are to deposit the Cash Subscription Price and the Investor Note Amount with the Exchange Agent in accordance with Section 2.2 and subscribe for the Subscribed Common Stock in accordance with Section 2.3 shall be subject solely to the fulfillment on satisfaction (or before waiver in writing by Investor) at or prior to the Closing of each Relevant Time of the following conditions, unless expressly waived in writing by the Investorconditions precedent: a. The (a) (i) the representations and warranties of FortisUS, ITC Investments and Merger Sub (other than the Company contained representations and warranties of FortisUS, ITC Investments and Merger Sub set forth in Section 3 4.2, Section 4.3(a) (i), Section 4.5 and Section 4.10), shall be true on and correct in all respects (without giving effect to any “materiality,” “material adverse effect” or similar qualifiers contained in any such representations and warranties) as of the Closing with the same effect Relevant Time as though such representations and warranties had been made on and as of such date (except to the date of extent that any such Closing, except for representations and warranties made representation or warranty expressly speaks as of a particular an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date.), except where the failures of any such representations and warranties to be so true and correct, in the aggregate, do not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Surviving Corporation or its Shareholders (after giving effect to the Merger) and (ii) the representations and warranties of FortisUS, ITC Investments and Merger Sub set forth in Section 4.2 and Section 4.3(a)(i), Section 4.5, and Section 4.10 shall be true and correct in all material respects as of the Relevant Time as though made on and as of such date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date); b. The Company (b) FortisUS, ITC Investments and Merger Sub shall have performed in all material respects the obligations, and complied in all material respects with all agreementsthe agreements and covenants, obligations and conditions contained in this Agreement that are required to be performed performed, or complied with, by each such Party under this Agreement at or prior to the Relevant Time; (c) FortisUS, ITC Investments and Merger Sub shall have provided the Investor with by it on or before the Closing.confirmation contemplated in Section 2.2(c) and shall have delivered all other documents required to be delivered to the Investor under this Agreement prior to the Relevant Time; c. The President of (d) the Company shall deliver to Investor at the Closing a certificate stating that the conditions specified in Sections 7.a and 7.b have been fulfilled and stating that there Required Regulatory Approvals shall have been no material adverse change in duly obtained, made or given, without any Burdensome Requirement; and (e) the business, affairs, operations, properties, assets or financial condition credit facilities set forth on Section 7.15(b) of the Company since the date of this Agreement. d. No statute, rule, regulation, executive order, decree, ruling or injunction ITC Disclosure Schedule shall have been enactedamended such that, enteredafter giving effect to the Merger, promulgated there exists no default or endorsed by any court or governmental authority event of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreementdefault with respect to such credit facilities. e. The Company shall have delivered to Investor a certificate representing the Common Shares, duly registered on the books of the Company in the name of the Investor. f. Investor shall have received from Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx, LLP, counsel for the Company, an opinion, dated as of the Closing Date, in substantially the form attached hereto as EXHIBIT A.

CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligations of each Investor under subsection 1.a Section 2 of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, unless such condition or conditions are expressly waived in writing by the InvestorInvestors: a. (a) The representations and warranties of the Company contained in Section 3 4 shall be true in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such ClosingClosing Date, except for representations and warranties made as of a particular date, which shall be true and correct as of such date. b. (b) The Company shall have performed and complied in all respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. c. (c) The President Chief Executive Officer of the Company shall deliver to Investor the Investors at the Closing a certificate stating that the conditions specified in Sections 7.a 7(a) and 7.b 7(b) have been fulfilled and stating that there shall have been no material adverse change in the business, affairs, operations, properties, assets or financial condition of the Company since the date of this Agreementfulfilled. d. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement. e. The (e) There shall not have been a Material Adverse Effect. For purposes of this Agreement, a “Material Adverse Effect” means any event, change, violation, inaccuracy, circumstance or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on, or result in a material adverse change in, as the case may be, the business, operations, properties, condition (financial or otherwise), assets, liabilities or results of operations of the Company, except for any such events, changes, violations, inaccuracies, circumstances or effects resulting from (i) any changes in general economic, regulatory or political conditions, (ii) any changes or events generally affecting the industry in which the Company shall have delivered to Investor a certificate representing operates, (iii) any adverse change or effect that is caused by the Common Sharesannouncement of the transactions contemplated by this Agreement, duly registered on the books of or (iv) any violations or other matters arising from changes in law or U.S. GAAP; unless in any such instance such change or effect described in (i), (ii) or (iv) impacts the Company in the name a materially disproportionate manner relative to a preponderance of the Investorother similar entities impacted by such change. f. Investor shall have received from Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx, LLP, counsel for the Company, an opinion, dated as of the Closing Date, in substantially the form attached hereto as EXHIBIT A.

CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligations of Investor under subsection 1.a of this Agreement are Each Investor's obligation to consummate the transactions contemplated hereby shall be subject to the fulfillment on or before the Closing of each of the following conditions, unless expressly any one or more of which may be waived in writing by the any Investor with respect to that Investor: a. (a) The Corporation shall have performed in all material respects its obligations under this Agreement required to be performed on or prior to the Closing pursuant to the terms hereof; (b) The representations and warranties of the Company Corporation contained in Section 3 this Agreement that are not qualified by materiality shall be true on and correct in all material respects, and the representations and warranties of the Corporation contained in this Agreement that are qualified by materiality shall be true and correct in all respects, as of the date of the Closing (irrespective of any notice delivered to the Investor after the date hereof), with the same force and effect as though such representations and warranties had been made on and as of the date of such the Closing; (c) There shall not have been after the date hereof any Material Adverse Effect on the Corporation; (d) The Investors shall have received a certificate of the Corporation (duly executed by the Secretary or an Assistant Secretary of the Corporation), dated the date of the Closing, except for representations certifying to the fulfillment of the conditions set forth in clauses (a), (b) and warranties made (c) above and (i), (j), (k),(l), (m), (n), (p), (q) and (r) below and, to the extent of its execution and compliance with the terms and conditions of the agreements referenced therein, (g) and (h) below; (e) The Investors shall have received a certificate of the Corporation's organization, valid existence and good standing as a domestic corporation in the state of its incorporation as of a particular date, which shall be true and correct as date no more than three (3) days prior to the date of such date.the Closing; b. (f) The Company Investors shall have performed received from Locke Liddell & Sapp LLP, counsel for the Corporation, an opixxxx dxxxx xxe daxx xf the Closing in the form attached hereto as EXHIBIT E; (g) The Registration Rights Agreement shall have been executed and delivered by the Corporation and such other parties named therein, and the Corporation and such parties shall have complied with all agreements, obligations of the terms and conditions contained of the Registration Rights Agreement and such agreement shall be in this Agreement that are required to be performed or complied with by it on or before full force and effect as of the Closing.; c. (h) The President of the Company shall deliver to Investor at the Closing a certificate stating that the conditions specified in Sections 7.a and 7.b have been fulfilled and stating that there Corporation shall have received (and furnished to the Investors evidence thereof reasonably satisfactory to the Investors) all necessary approvals and consents from third parties and governmental authorities (and such approvals and consents shall not have expired or been no material adverse change in the business, affairs, operations, properties, assets or financial condition withdrawn as of the Company since the date of this Agreement.the Closing); d. (i) The Corporation shall have duly adopted, executed and filed with the Secretary of State of the State of Nevada the Certificate of Designation, and the Corporation shall not have adopted or filed any other document designating terms, relative rights or preferences of its preferred stock. The Certificate of Designation shall be in full force and effect as of the Closing under the laws of Nevada and shall not have been amended or modified; (j) No order, statute, rule, regulation, executive order, stay, decree, ruling judgment or injunction shall have been enacted, entered, promulgated or endorsed enforced by any court or court, governmental authority of competent jurisdiction or regulatory body which restrains, prohibits or prevents the consummation of any the transactions contemplated hereby; (k) Those directors, officers and 5% stockholders of the Corporation designated by the Investors shall have executed and delivered to the Corporation a letter agreement agreeing to certain matters set forth in Sections 8.16, 8.17, 8.18 and 8.19 hereof. (l) The Corporation shall have delivered for simultaneous sale to each Investor the Series A Preferred Shares to be purchased by such Investor hereunder at the Closing and each Investor shall have delivered therefor payment in full; (m) The Corporation shall have made all filings under all applicable federal and state securities laws necessary prior to Closing to consummate the issuance of the Series A Preferred Shares pursuant to this Agreement in compliance with such laws; (n) The Corporation shall have delivered to each Investor certified copies of the resolutions duly adopted by the Corporation's board of directors authorizing the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Warrants and each of the other agreements contemplated hereby, the filing of the Certificate of Designation, the issuance and sale of the Series A Preferred Shares, the reservation of the Reserved Shares and the consummation of all other transactions contemplated by this Agreement.; e. The Company (o) Spencer Grimes shall have delivered been appointed to Investor a certificate representing the Common Shares, duly registered on the books Board of the Company in the name of the Investor.Direcxxxx xx xxx Xxrporation; f. Investor (p) The Corporation shall have received consummated the acquisition from XxxxxxWorld Access Telecommunications Group, Xxxxxxxxxx & XxxxxxxxxInc. of its Encom Division pursuant to the Asset Purchase Agreement dated June 30, LLP2000 among the Corporation, counsel for NetVoice Encom LP and World Access Telecommunications Group, Inc. (the Company, "ENCOM ACQUISITION") (q) The Exercising Option Holders shall have exercised options to purchase an opinion, dated as aggregate of 1,800,000 shares of Common Stock and entered into "lock-up" agreements in form and substance reasonably satisfactory to the Investors; and (r) All corporate and other proceedings taken or required to be taken by the Corporation in connection with the transactions contemplated hereby to be consummated at or prior to the Closing Date, and all documents incident thereto shall be satisfactory in substantially the form attached hereto as EXHIBIT A.and substance to each Investor and its special counsel.

CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligations of Investor under subsection 1.a of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, unless expressly waived in writing by the Investor: a. The representations and warranties of the Company contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing, except for representations and warranties made as of a particular date, which shall be true and correct as of such 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 before the Closing. c. The President of the Company shall deliver to Investor at the Closing a certificate stating that the conditions specified in Sections 7.a and 7.b have been fulfilled and stating that there shall have been no material adverse change in the business, affairs, operations, properties, assets or financial condition of the Company since the date of this Agreement. d. The Company shall have caused the Certificate of Designation to be filed with the Secretary of State of the State of Delaware in accordance with the laws thereof. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement. e. f. The Company shall have delivered to Investor a certificate representing the Common Preferred Shares, duly registered on the books of the Company in the name of the Investor. f. g. The Company shall have delivered to Investor the Warrant. h. Investor shall have received from Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx, LLP, counsel for the Company, an opinion, dated as of the Closing Date, in substantially the form attached hereto as EXHIBIT A.C. i. The Company shall have received aggregate proceeds from the sale of the Preferred Shares and Warrants in the amount of not less than $6,000,000.