Common use of Conditions Precedent to Obligations of the Holder Clause in Contracts

Conditions Precedent to Obligations of the Holder. The obligation of each Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); 5.3 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 from the date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities at the closing.

Conditions Precedent to Obligations of the Holder. The obligation of each the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each the Closing Date of each of the following conditions, provided that these conditions are for each the Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 6.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the 6.2 The accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); 5.3 all 6.3 All obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there 6.4 There is no event of default then existing on any Exchange the Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 from 6.5 From the date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities at the closing. 6.6 The Company consents to the filing of a UCC-3 Financing Statement Amendment in the appropriate jurisdictions to evidence and perfect Holder’s security interests in the Collateral (as defined in the Loan Agreement).

Conditions Precedent to Obligations of the Holder. The obligation of each the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each the Holder’s 's sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the accuracy representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)) for such representations and warranties contained herein that are not qualified by "materiality" or "Material Adverse Effect" and (ii) shall be true and correct when made and on the applicable Closing Date (unless as of specific date therein) for such representations and warranties contained herein that are qualified by "materiality" or "Material Adverse Effect"; 5.3 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 5.4 from the date hereof to the relevant Closing Date, trading in the Company’s 's common stock shall not have been suspended by the SEC or any trading market Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities Security at the closing.

Conditions Precedent to Obligations of the Holder. The obligation of each Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); 5.3 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 5.4 from the date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities at the closing.

Conditions Precedent to Obligations of the Holder. The obligation of each the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each the Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the accuracy representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)) for such representations and warranties contained herein that are not qualified by “materiality” or “Material Adverse Effect” and (ii) shall be true and correct when made and on the applicable Closing Date (unless as of specific date therein) for such representations and warranties contained herein that are qualified by “materiality” or “Material Adverse Effect”; 5.3 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 5.4 from the date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities at the closing.

Conditions Precedent to Obligations of the Holder. The obligation of each the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each the Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No no order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the Holder shall have received an opinion of counsel to the Company satisfactory to such Holder in its sole discretion. Such opinion of counsel shall provide that the Exchange Securities may be issued free of restrictive legend pursuant to 3(a)(9) under the Securities Exchange Act of 1933, as amended; 5.3 the accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); 5.3 5.4 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 from the date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities at the closing.

Conditions Precedent to Obligations of the Holder. The obligation of each Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); 5.3 all obligations, covenants and agreements of the Company Companies required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 from the date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities at the closing.

Conditions Precedent to Obligations of the Holder. The obligation of each the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each the Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No 6.1 On or prior to the Closing Date the Company shall have issued (or cause to be issued) to the Holder (or its designee) the Purchased Shares and delivered the Certificate to the Holder (or its designee); 6.2 no order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 6.3 the accuracy in all material respects (except for such representations and warranties qualified by materiality or material adverse effect, which shall be true and correct in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein, which shall be true and correct as of such specific date); 5.3 6.4 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 6.5 from the date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities Purchase Shares at the closing.

Conditions Precedent to Obligations of the Holder. The obligation of each the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each the Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the accuracy representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein Dates (unless as of a specific date therein)) for such representations and warranties contained herein that are not qualified by “materiality” or “Material Adverse Effect” and (ii) shall be true and correct when made and on the applicable Closing Dates (unless as of specific date therein) for such representations and warranties contained herein that are qualified by “materiality” or “Material Adverse Effect”; 5.3 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date Dates shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 5.4 from the date hereof to the relevant Closing DateDates, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market Trading Market and, at any time prior to the Closing DateDates, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities at the closing.

Conditions Precedent to Obligations of the Holder. The obligation of each Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); 5.3 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 from the date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities at the closing.

Conditions Precedent to Obligations of the Holder. The obligation of each the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each the Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the accuracy representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)) for such representations and warranties contained herein that are not qualified by “materiality” or “Material Adverse Effect” and (ii) shall be true and correct when made and on the applicable Closing Date (unless as of specific date therein) for such representations and warranties contained herein that are qualified by “materiality” or “Material Adverse Effect”; 5.3 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 5.4 from the date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities Preferred Stock at the closing.; and

Conditions Precedent to Obligations of the Holder. The obligation of each Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 each Holder shall have received an opinion of counsel to the Company to the Company’s transfer agent satisfactory to such Holder in its sole discretion. Such opinion of counsel shall provide that the Exchange Securities may be issued free of restrictive legend in accordance with applicable rules and regulations under the Securities Act, as amended, including, in particular, Rule 144 as in effect and promulgated thereunder; 5.3 the accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); 5.3 5.4 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 from the date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities at the closing.

Conditions Precedent to Obligations of the Holder. The obligation of each the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each the Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the accuracy representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)) for such representations and warranties contained herein that are not qualified by “materiality” or “Material Adverse Effect” and (ii) shall be true and correct when made and on the applicable Closing Date (unless as of specific date therein) for such representations and warranties contained herein that are qualified by “materiality” or “Material Adverse Effect”; 5.3 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 5.4 from the date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities at the closing.

Conditions Precedent to Obligations of the Holder. The obligation of each the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each the Holder’s 's sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No On or prior to the Closing Date the Company shall have issued (or cause to be issued) to the Holder (or its designee) the Exchange Shares and delivered the Exchange Certificate to the Holder (or its designee); 5.2 no order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 5.3 the accuracy in all material respects (except for such representations and warranties qualified by materiality or material adverse effect, which shall be true and correct in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein, which shall be true and correct as of such specific date); 5.3 5.4 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 from the date hereof to the relevant Closing Date, trading in the Company’s 's common stock shall not have been suspended by the SEC or any trading market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities Shares at the closing.

Conditions Precedent to Obligations of the Holder. The obligation of each the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each the Holder’s 's sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No On or prior to the Closing Date the Company shall have issued (or cause to be issued) to the Holder (or its designee) the Exchange Shares and the Exchange Warrants and delivered the Exchange Certificate to the Holder (or its designee); 5.2 no order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 5.3 the accuracy in all material respects (except for such representations and warranties qualified by materiality or material adverse effect, which shall be true and correct in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein, which shall be true and correct as of such specific date); 5.3 5.4 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 from the date hereof to the relevant Closing Date, trading in the Company’s 's common stock shall not have been suspended by the SEC or any trading market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities at the closing.

Conditions Precedent to Obligations of the Holder. The obligation of each the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each the Holder’s 's sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the accuracy representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)) for such representations and warranties contained herein that are not qualified by "materiality" or "Material Adverse Effect" and (ii) shall be true and correct when made and on the applicable Closing Date (unless as of specific date therein) for such representations and warranties contained herein that are qualified by ''materiality" or "Material Adverse Effect"; 5.3 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 5.4 from the date hereof to the relevant Closing Date, trading in the Company’s 's common stock shall not have been suspended by the SEC or any trading market Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities Security at the closing.

Conditions Precedent to Obligations of the Holder. The obligation of each the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each the Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the accuracy representations and warranties of the Company herein (i) shall be true and correct in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)) for such representations and warranties contained herein that are not qualified by “materiality” or “Material Adverse Effect” and (ii) shall be true and correct when made and on the Closing Date (unless as of specific date therein) for such representations and warranties contained herein that are qualified by “materiality” or “Material Adverse Effect”; 5.3 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 5.4 from the date hereof to the relevant Closing Date, trading in the Company’s common stock Common Stock shall not have been suspended by the SEC or any trading market Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading marketTrading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities Note at the closingclosing of the Exchange.

Conditions Precedent to Obligations of the Holder. The obligation of each Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); 5.3 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and; 5.5 from the date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities at the closing; 5.6 the Company shall have delivered to the Holder a the letter from the Company to the Company’s transfer agent which instructs the transfer agent to reserve and keep available out of the Company’s authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the maximum aggregate number of shares of Common Stock potentially issuable in the future pursuant to the Exchange Securities for the sole purpose of issuance upon conversion of the Exchange Securities; 5.7 the entity from which the Holder acquired the Securities is not, and for a period of at least ninety (90) days prior to such Closing Date has not been, an Affiliate of the Company; 5.8 the Equity Conditions (as defined in the Exchange Securities) are satisfied; and 5.9 all of the shares of Common Stock potentially issuable in the future pursuant to the Exchange Securities may be resold pursuant to Rule 144 under the Securities Act without volume or manner-of-sale restrictions.

Conditions Precedent to Obligations of the Holder. The obligation of each the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each the Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the The accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); 5.3 all All obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; 5.4 there There is no event of default then existing on any Exchange the Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and 5.5 from From the date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities at the closing. 5.6 The Company consents to the filing of a UCC-3 Financing Statement Amendment in the appropriate jurisdictions to evidence and perfect Holder’s security interests in the Collateral (as defined in the Loan Agreement).