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

Conditions Precedent to Obligations of the Holders. The obligation of the Holders to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Holders’ sole benefit and may be waived by the Holders 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 representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the applicable Closing 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 Dates shall have been performed; and 5.4 from the date hereof to the relevant Closing Dates, 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 Dates, 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 Holders makes it impracticable or inadvisable to purchase the Exchange Securities at the closing.

Conditions Precedent to Obligations of the Holders. The obligation of the Holders each Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Holders’ each Holder’s sole benefit and may be waived by the Holders 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 representations and warranties each Holder shall have received an opinion of counsel to the Company (i) to the Company’s transfer agent satisfactory to such Holder in its sole discretion. Such opinion of counsel shall provide that the Exchange Shares may be true issued free of restrictive legend in accordance with applicable rules and correct 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 Dates 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 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 5.4 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Dates Date shall have been performed; and 5.4 5.5 from the date hereof to the relevant Closing DatesDate, 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 DatesDate, 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 Holders Holder makes it impracticable or inadvisable to purchase the Exchange Securities Shares at the closing.

Conditions Precedent to Obligations of the Holders. The obligation of the Holders each Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on the Closing Date of each of the following conditions, provided that these conditions are for the Holders’ each such Holder’s sole benefit and may be waived by the Holders 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 representations and warranties of the Company (i) shall be true and correct 6.2 The accuracy in all material respects when made and on the applicable Closing Dates 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 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 6.3 All obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Dates Date shall have been performed; 6.4 There is no event of default then existing on the Securities on such date; and 5.4 from 6.5 From the date hereof to the relevant Closing DatesDate, 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 DatesDate, 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 Holders any Holder makes it impracticable or inadvisable to purchase effect the Exchange of the Exchange Securities at the closingClosing.

Conditions Precedent to Obligations of the Holders. The obligation of the Holders to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Holders’ sole benefit and may be waived by the Holders 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 representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the applicable Closing 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 Dates shall have been performed; and 5.4 from the date hereof to the relevant Closing Dates, 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 Dates, 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 Holders makes it impracticable or inadvisable to purchase the Exchange Securities Notes at the closing.