Conditions Precedent to the Investors' Obligations. The obligation of each Investor to purchase Shares at the Closing is subject to the following conditions (which may be waived by each Investor as to itself, but not as to any other Investor):
a. The representations and warranties of the Company contained in this Agreement will be true and correct in all material respects at the Closing Date with the same effect as though they had been made on that date (except to the extent particular representations and warranties state that they relate to specified dates).
b. The Company and each of the other Investors will have fulfilled in all material respects all the obligations that the Company or the other Investor is required by this Agreement to fulfill at or before the Closing.
Conditions Precedent to the Investors' Obligations. The obligation hereunder of the Investor to accept the Series B Shares in exchange for the Original Securities is subject to the satisfaction or waiver, at or before the Closing Date, of each of the conditions set forth below. These conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion.
(a) The Company shall have filed the Certificate of Designation of the Company’s Series B Convertible Preferred Stock with the Delaware Secretary of State, in substantially the form attached hereto as Exhibit A.
(b) The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
(c) Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.
(d) The parties to the Intercreditor Agreement defined therein as the “Junior Lenders” shall have exchanged the Junior Debt (as defined in the Intercreditor Agreement) for 1,000 shares of the Company’s Series C Convertible Preferred Stock, and shall have consented to the termination of the Intercreditor Agreement.
(e) The Investor shall have received an opinion of counsel to the Company, substantially in the form of Exhibit D, with such exceptions and limitations as shall be reasonably acceptable to counsel to Investor.
Conditions Precedent to the Investors' Obligations. The Investors’ obligation to consummate the Redemption is subject to the satisfaction of each of the following conditions:
(i) each of the representations and warranties of the Corporation set forth in Section 5 of this Agreement shall be true, accurate and complete in all respects on the Execution Date and as of the Closing as if made on and as of the date of Closing;
(ii) the Corporation shall have complied with or performed in all material respects all of the covenants and agreements it is required to comply with or perform under this Agreement at or prior to the Closing;
(iii) since the Execution Date, there shall not have been, nor shall there have occurred any effect, change, condition, fact, development, occurrence or event that, individually or in the aggregate with all other effects, changes, conditions, facts, developments, occurrences or events, would reasonably be likely to result in, any Material Adverse Effect;
(iv) the Corporation shall have made each of the deliveries it is required to make under Section 8;
(v) no Law or Order (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued or made applicable to the Redemption by any governmental body that prohibits, restrains, or makes illegal the consummation of the Redemption as contemplated hereunder;
(vi) the Corporation shall have obtained the Board Approval, which shall remain in effect without modification;
(vii) the Corporation shall have obtained the Stockholder Approval, which shall remain in effect without modification;
(viii) the Charter Amendment shall have become effective and remain in full force and effect without modification; and
(ix) the Investors shall have received a certificate on behalf of the Corporation of its chief executive officer or chief financial officer, in his capacity as such and not individually, confirming that the conditions set forth in clauses (i), (ii), (iii), (vi), (vii) and (viii) of this Section 7(b) have been duly satisfied.
Conditions Precedent to the Investors' Obligations. The obligations of the Investors to this Agreement to effect the transactions contemplated hereunder shall be subject to satisfaction of the following conditions precedent:
Conditions Precedent to the Investors' Obligations. The obligation hereunder of the Investors to purchase Initial Shares is subject to the satisfaction, at or before the Initial Closing Date, of each of the conditions set forth below:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the Initial Closing Date as though made at such time with respect to all periods, and as to all events and circumstances occurring or existing to and including the Initial Closing Date.
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date.
Conditions Precedent to the Investors' Obligations. The obligations of the Investors to purchase the Units under Section 1 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 Investors:
a. The representations and warranties of the Company and the Subsidiary 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 and the Subsidiary 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 the Company or the Subsidiary, respectively, on or before the Closing.
c. The Security Agreement shall have been executed and delivered by each of the signatories thereto, and the Company shall have caused to be filed UCC-1 financing statements in the States of California, Arkansas, Louisiana and Texas, for each of the debtors thereunder and showing the Investors as the secured parties and covering the collateral described in Section 1 of the Security Agreement.
d. The Chief Executive Officer of the Company shall deliver to the Investors at the Closing a certificate stating that the conditions specified in Sections 7.a, 7.b and 7.c have been fulfilled.
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.
Conditions Precedent to the Investors' Obligations. The obligations of the Investor hereunder are subject to the Company, on or before the Closing, having satisfied the following conditions:
Conditions Precedent to the Investors' Obligations. The obligation of the Investor to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or prior to Closing Date unless specified otherwise, of the following conditions:
Conditions Precedent to the Investors' Obligations. The obligation hereunder of the Investor to purchase the Initial Convertible Debenture and the Optional Convertible Debentures is subject to the satisfaction, at or before each Closing Date, of each of the conditions set forth below:
Conditions Precedent to the Investors' Obligations. The obligation of the Investors to consummate the transactions contemplated hereby on the Investment Closing Date is subject to the satisfaction or waiver by the Investors of each of the following conditions:
