Conditions Precedent to the Obligation of the Purchasers to Close and to Purchase the Securities. The obligation hereunder of the Purchasers to purchase the Securities and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, at or before each Closing, of each of the conditions set forth below. These conditions are for the Purchasers' sole benefit and may be waived by the Purchasers at any time in their sole discretion.
Conditions Precedent to the Obligation of the Purchasers. The obligation of the Purchasers to enter into and complete the Closing is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions by NetLive, any one or more of which may be waived by the Purchasers (except when the fulfillment of such condition is a requirement of law).
Conditions Precedent to the Obligation of the Purchasers. The obligation hereunder of each Purchaser to purchase the Common Shares consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, at or before each Closing Date, of each of the conditions set forth below. These conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion.
Conditions Precedent to the Obligation of the Purchasers to Purchase the Initial Preferred Stock. The obligation of each Purchaser hereunder to acquire and pay for the Initial Preferred Stock is subject to the satisfaction or waiver by such Purchaser, at or before the Initial Closing, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in the Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date as though made on and as of such date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied with in all material respects 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;
Conditions Precedent to the Obligation of the Purchasers to Purchase the Tranche 2 Debentures. The obligation of each Purchaser hereunder to acquire and pay for Tranche 2 Debentures is subject to the satisfaction or waiver by such Purchaser at or before the Tranche 2 Closing of each of the following conditions:
(a) Tranche 1
Conditions Precedent to the Obligation of the Purchasers to Purchase the Tranche 2 Shares. The obligation of the Purchasers to acquire the Tranche 2 Shares is subject to the satisfaction or waiver by the Purchasers, at or before the Early Tranche 2 Closing Date or the Tranche 2 Closing Date, as the case may be, of each of the following conditions:
Conditions Precedent to the Obligation of the Purchasers to Purchase the Shares. The obligation hereunder of each Purchaser to acquire ---------------------- and pay for the Preferred Shares and the Warrants is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for each Purchaser's sole benefit and may be waived by such Purchaser at any time in its sole discretion.
(a) Accuracy of the Company's Representations and Warranties. 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.
Conditions Precedent to the Obligation of the Purchasers to Purchase -------------------------------------------------------------------- the Convertible Notes. The obligation of each Purchaser hereunder to purchase --------------------- the Convertible Notes and the Warrants from the Company at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Purchaser's sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:
(a) The Company shall have executed each of the Transaction Documents and delivered the same to such Purchaser.
(b) The Common Stock (i) shall be designated for quotation or listed on the Nasdaq National Market and (ii) shall not have been suspended by the SEC or the Nasdaq National Market from trading on the Nasdaq National Market nor shall suspension by the SEC or the Nasdaq National Market have been threatened either (A) in writing by the SEC or the Nasdaq National Market or (B) by falling below the minimum listing maintenance requirements of the Nasdaq National Market; and the Underlying Shares issuable upon conversion or exercise of the Notes and the related Warrants, as the case may be, shall be listed upon the Nasdaq National Market.
(c) The representations and warranties of the Company shall be true and correct , and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser.
(d) The Board of Directors of the Company shall have adopted resolutions consistent with Section 2.1(b) above and in a form reasonably acceptable to such Purchaser (the "Resolutions").
(e) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Notes and the exercise of the Warrants, at least 6,500,000 shares of Common Stock.
(f) The Irrevocable Transfer Agent Instructions in the form attached hereto as Exhibit F shall have been delivered to and acknowledged in writing by --------- the Company's transfer agent.
(g)...
Conditions Precedent to the Obligation of the Purchasers to Purchase the Debentures and Warrants at the First Closing. The obligation of each Purchaser to acquire and pay for the Debentures and Warrants at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, at or before the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in the Registration Rights Agreement shall be true and correct in all respects as of the date when made and as of the First Closing Date;
Conditions Precedent to the Obligation of the Purchasers to Purchase the Debentures and the Warrants at the Closing. The obligation of the Purchasers to acquire the Debentures and the Warrants at the Closing is subject to the satisfaction by the Company or waiver by such Purchaser, at or before the Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects (except for such representations and warranties as are qualified by materiality or Material Adverse Effect, which representations or warranties shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made on and as of such date;
