Conditions Precedent to Obligations of the Investors. The obligations of each Investor under this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions, and failure to satisfy any such condition shall excuse and discharge all obligations of such Investor to carry out the provisions of this Agreement, unless such failure is waived in writing by such Investor:
Conditions Precedent to Obligations of the Investors. The obligation of each Investor to purchase the Notes to be purchased by it at the Closing hereunder is subject to the fulfillment on or prior to the Closing Date of the following conditions:
(i) Such Investor shall have received an opinion, addressed to it and each other Investor and dated the Closing Date, of counsel to the Company acceptable to Investor, in the form of Exhibit C hereto and made a part hereof.
(ii) The representations and warranties made by the Company herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, and the Company shall have complied in all material respects with all covenants hereunder required to be performed by it at or prior to the Closing Date.
(iii) There shall not have occurred and be continuing any Material Adverse Effect.
(iv) The purchase of the Notes agreed to be purchased by such Investor hereunder shall not be prohibited or enjoined (temporarily or permanently) under the laws of any jurisdiction to which such Investor is subject.
(v) The Company and the Investors shall have executed the Registration Rights Agreement in substantially the form of Exhibit B hereto.
(vi) All legal matters incident to the transactions contemplated by this Agreement shall have been reasonably approved by counsel to the Investors.
(vii) Not less than $________ of the Notes offered hereby shall have been subscribed for by Investors as at the Closing Date. Following the Closing Date and until 5:00 p.m. (New York time) on the thirtieth (30th) day following the Closing Date, the Company shall be entitled to continue to offer the Notes to additional investors, until such time as a maximum of $3,000,000 of Notes shall have been sold.
(viii) The Investors shall have received a certificate, dated the Closing Date, and signed by the chief executive officer or chief financial officer of the Company, stating that the conditions specified in subsections (i) through (vii) of this Section 8(a) have been satisfied.
Conditions Precedent to Obligations of the Investors. Subject to waiver as set forth in Section 11.8, the obligations of the Investors to exchange the Notes for the Series C Stock under this Agreement are subject to the fulfillment prior to or at the Closing of each of the following conditions:
Conditions Precedent to Obligations of the Investors. The obligations of the Investors to consummate the Series A Repurchase are subject to the satisfaction (or waiver by the Investors in writing) of the following conditions as of the Series A Repurchase Closing Date:
Conditions Precedent to Obligations of the Investors. The obligations of each Investor to subscribe for and purchase Shares pursuant to their respective Commitments are subject only to the following conditions precedent, each of which may be waived as provided in Section 6.3:
Conditions Precedent to Obligations of the Investors. The obligations of the Investors to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Investors in writing) of the following conditions as of the Closing Date:
Conditions Precedent to Obligations of the Investors. Each Investor's obligation to purchase Securities at the Closing is subject to the satisfaction or waiver by such Investor of the following conditions:
Conditions Precedent to Obligations of the Investors. Subject to waiver as set forth in Section 10.8, the obligations of the Investors under this Agreement are subject to the fulfillment prior to or at the Closing of each of the following conditions:
Conditions Precedent to Obligations of the Investors. The obligation of each Investor to subscribe for the Initial Loan Notes, with respect to the Initial Closing, and for Additional Loan Notes, with respect to each Additional Closing, is subject to the satisfaction (or waiver by such Investor) as applicable, at or prior, as applicable, to such Closing, of each of the following conditions:
Conditions Precedent to Obligations of the Investors. The obligations of Investors to purchase the Debentures are subject to the satisfaction of each of the following conditions on or before the Closing:
