Conditions Precedent to the Purchasers' Obligation to Purchase. The obligation of the Purchasers hereunder to purchase the Common Stock 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 the Purchasers’ sole benefit and may be waived by the Purchaser at any time in its sole discretion: a. The Company shall have executed this Agreement and delivered the same to the Purchaser. b. The Board of Directors of the Company shall have approved by Written Consent (the “Consent”) the issuance of the Common Stock and transactions contemplated by this Agreement and the Company shall have delivered such fully executed Consent to Purchasers. c. The Company shall have delivered to Purchasers the Common Stock, duly issued, in the amounts designated to each Purchaser as set forth in the signature page. d. 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 such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the 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. Purchasers shall have received a certificate or certificates, 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 Purchasers including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. g. The Common Stock shall have been authorized for quotation on the OTCBB, OTCQB, OTC Pink or any similar quotation system and trading in the Common Stock on the OTCBB, OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTCBB, OTCQB, OTC Pink or any similar quotation system.
Appears in 1 contract
Conditions Precedent to the Purchasers' Obligation to Purchase. The obligation of the Purchasers each Purchaser hereunder to purchase the Common Stock Convertible Notes at the Closing is subject to the satisfaction, at on or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchasers’ such Purchaser's sole benefit and may be waived by the such Purchaser at any time in its sole discretion:
a. (a) The Company shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Purchaser.Purchasers;
b. The Board of Directors of the Company shall have approved by Written Consent (the “Consent”b) the issuance of the Common Stock and transactions contemplated by this Agreement and the Company shall have delivered such fully executed Consent to Purchasers.
c. The Company shall have delivered to Purchasers the Common Stock, Escrow Agent duly issued, executed certificates representing the Convertible Notes and the Warrants in the amounts designated to each Purchaser as set forth in the signature page.accordance with Section 2.3(b) hereof;
d. (c) The representations and warranties of the Company contained in each Transaction Agreement 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 such time (except for representations and warranties that speak as of a specific specified date) and the Company shall have performed, satisfied and complied in with all material respects with the covenants, agreements and conditions required by this Agreement such Transaction Agreements to be performed, satisfied or complied with by the Company it at or prior to the Closing Date. Purchasers The Purchasers' shall have received a certificate or certificates, an Officer's 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 Purchasers includingthe Purchasers, including but not limited to certificates with respect to the Company’s Certificate of IncorporationCompany Corporate Documents, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.hereby and the incumbencies of certain officers and Directors of the Company. The form of such certificate is attached hereto as Exhibit D;
e. (d) The Company shall have received all governmental, Board of Directors, shareholders and third party consents and approvals necessary or desirable in connection with the issuance and sale of the Securities;
(e) All applicable waiting periods in respect to the issuance and sale of the Securities shall have expired without any action having been taken by any competent authority that could restrain, prevent or impose any materially adverse conditions thereon or that could seek or threaten any of the foregoing;
(f) No litigation, statute, rule, regulation, executive order, decree, ruling law or injunction regulation shall have been enactedimposed or enacted that, enteredin the judgment of the Purchasers, promulgated could adversely affect the transactions set forth herein or endorsed by in the other Transaction Agreements, and no law or regulation shall have been proposed that in the reasonable judgment of Purchasers could reasonably have any such effect;
(g) The Company Corporate Documents shall be in full force and effect and no term or condition thereof shall have been amended, waived or otherwise modified without the prior written consent of the Purchasers;
(h) There shall have occurred no material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company since June 30, 1999;
(i) There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority instrumentality that challenges the validity of competent jurisdiction or purports to affect this Agreement or any self-regulatory organization having authority over the matters other Transaction Agreement, or other transaction contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
f. No event shall have occurred which or thereby or that could reasonably be expected to have a Material Adverse Effect Effect, or any material adverse effect on the Company.
g. The Common Stock shall have been authorized for quotation on enforceability of the OTCBB, OTCQB, OTC Pink or any similar quotation system and trading in the Common Stock on the OTCBB, OTCQB or any similar quotation system shall not have been suspended by the SEC Transaction Agreements or the OTCBB, OTCQB, OTC Pink Securities or any similar quotation system.the rights of the holders of the Securities or the Purchasers hereunder;
Appears in 1 contract
Samples: Securities Purchase Agreement (Lakota Technologies Inc)
Conditions Precedent to the Purchasers' Obligation to Purchase. The obligation of the Purchasers each Purchaser hereunder to purchase the Common Stock Convertible Notes at the Closing is subject to the satisfaction, at on or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchasers’ such Purchaser's sole benefit and may be waived by the such Purchaser at any time in its sole discretion:
a. (a) The Company shall have executed this Agreement, the Registration Rights Agreement and the Put and Call Agreement and delivered the same to the Purchaser.Purchasers (or the Purchasers' Representative);
b. The Board of Directors of the Company shall have approved by Written Consent (the “Consent”b) the issuance of the Common Stock and transactions contemplated by this Agreement and the Company shall have delivered such fully executed Consent to Purchasers.
c. The Company shall have delivered to the Purchasers duly executed certificates representing the Common Stock, duly issued, Convertible Notes and the Warrants in accordance with Section 2.3 hereof;
(c) The Company shall have delivered the amounts designated to each Purchaser as set forth in the signature page.Solvency Certificate;
d. (d) The representations and warranties of the Company contained in each Transaction Agreement 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 such time (except for representations and warranties that speak as of a specific specified date) and the Company shall have performed, satisfied and complied in with all material respects with the covenants, agreements and conditions required by this Agreement such Transaction Agreements to be performed, satisfied or complied with by the Company it at or prior to the Closing Date. Purchasers The Purchasers' Representative shall have received a certificate or certificatesan Officer's 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 Purchasers includingthe Purchasers' Representative, including but not limited to to, certificates with respect to the Company’s Certificate of IncorporationCompany Corporate Documents, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.
e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority hereby and the incumbencies of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any certain officers and Directors of the transactions contemplated by this Agreement.
f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company.
g. . The Common Stock shall have been authorized for quotation on the OTCBB, OTCQB, OTC Pink or any similar quotation system and trading in the Common Stock on the OTCBB, OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTCBB, OTCQB, OTC Pink or any similar quotation system.form of such certificate is attached hereto as EXHIBIT G;
Appears in 1 contract
Conditions Precedent to the Purchasers' Obligation to Purchase. The obligation of the Purchasers each Purchaser hereunder to purchase the Common Stock Convertible Notes at the Closing is subject to the satisfaction, at on or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchasers’ such Purchaser's sole benefit and may be waived by the such Purchaser at any time in its sole discretion:
a. (a) The Company shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Purchaser.Purchasers;
b. The Board of Directors of the Company shall have approved by Written Consent (the “Consent”b) the issuance of the Common Stock and transactions contemplated by this Agreement and the Company shall have delivered such fully executed Consent to Purchasers.
c. The Company shall have delivered to the Purchasers duly executed certificates representing the Common Stock, duly issued, Convertible Notes and the Warrants in accordance with Section 2.3 hereof;
(c) The Company shall have delivered the amounts designated to each Purchaser as set forth in the signature page.Solvency Certificate;
d. (d) The representations and warranties of the Company contained in each Transaction Agreement 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 such time (except for representations and warranties that speak as of a specific specified date) and the Company shall have performed, satisfied and complied in with all material respects with the covenants, agreements and conditions required by this Agreement such Transaction Agreements to be performed, satisfied or complied with by the Company it at or prior to the Closing Date. Purchasers The Purchasers' shall have received a certificate or certificates, an Officer's 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 Purchasers includingthe Purchasers, including but not limited to certificates with respect to the Company’s Certificate of IncorporationCompany Corporate Documents, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.hereby and the incumbencies of certain officers and Directors of the Company. The form of such certificate is attached hereto as Exhibit F;
e. (e) The Company shall have received all governmental, Board of Directors, shareholders and third party consents and approvals necessary or desirable in connection with the issuance and sale of the Securities;
(f) All applicable waiting periods in respect to the issuance and sale of the Securities shall have expired without any action having been taken by any competent authority that could restrain, prevent or impose any materially adverse conditions thereon or that could seek or threaten any of the foregoing;
(g) No litigation, statute, rule, regulation, executive order, decree, ruling law or injunction regulation shall have been enactedimposed or enacted that, enteredin the judgment of the Purchasers, promulgated or endorsed by could adversely affect the transactions set forth herein or in any court the other Transaction Agreements, and no law or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company.
g. The Common Stock regulation shall have been authorized for quotation on the OTCBB, OTCQB, OTC Pink or any similar quotation system and trading proposed that in the Common Stock reasonable judgment of Purchasers could reasonably have any such effect;
(h) Each of the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, substantially in the form attached as Exhibit G hereto;
(i) All fees and expenses due and payable by the Company on or prior to the OTCBB, OTCQB or any similar quotation system Closing Date shall not have been suspended by paid;
(j) The Company Corporate Documents and the SEC Subsidiary Corporate Documents, if any, shall be in full force and effect and no term or condition thereof shall have been amended, waived or otherwise modified without the OTCBB, OTCQB, OTC Pink or any similar quotation system.prior written consent of the Purchasers;
Appears in 1 contract
Samples: Securities Purchase Agreement (American International Petroleum Corp /Nv/)
Conditions Precedent to the Purchasers' Obligation to Purchase. The obligation of the Purchasers each Purchaser hereunder to purchase the Common Stock Convertible Notes at the Closing is subject to the satisfaction, at on or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchasers’ such Purchaser's sole benefit and may be waived by the such Purchaser at any time in its sole discretion:
a. (a) The Company shall have executed this Agreement, the Convertible Note, Warrant, Officer's Certificate, Escrow Agreement, and the Registration Rights Agreement and delivered the same to the Purchaser.Purchasers;
b. The Board of Directors of the Company shall have approved by Written Consent (the “Consent”b) the issuance of the Common Stock and transactions contemplated by this Agreement and the Company shall have delivered such fully executed Consent to Purchasers.
c. The Company shall have delivered to Purchasers the Common Stock, Escrow Agent duly issued, executed certificates representing the Convertible Notes and the Warrants in the amounts designated to each Purchaser as set forth in the signature page.accordance with Section 2.3 hereof;
d. (c) The representations and warranties of the Company contained in each Transaction Agreement 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 such time (except for representations and warranties that speak as of a specific specified date) and the Company shall have performed, satisfied and complied in with all material respects with the covenants, agreements and conditions required by this Agreement such Transaction Agreements to be performed, satisfied or complied with by the Company it at or prior to the Closing Date. Purchasers The Purchasers' shall have received a certificate or certificates, an Officer's 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 Purchasers includingthe Purchasers, including but not limited to certificates with respect to the Company’s Certificate of IncorporationCompany Corporate Documents, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.hereby and the incumbencies of certain officers and Directors of the Company. The form of such certificate is attached hereto as Exhibit D; ---------
e. (d) The Company shall have received governmental, Board of Directors, shareholders and third party consents and approvals necessary or desirable in connection with the issuance and sale of the Securities;
(e) All applicable waiting periods in respect to the issuance and sale of the Securities shall have expired without any action having been taken by any competent authority that could restrain, prevent or impose any materially adverse conditions thereon or that could seek or threaten any of the foregoing;
(f) No litigation, statute, rule, regulation, executive order, decree, ruling law or injunction regulation shall have been enactedimposed or enacted that, enteredin the judgment of the Purchasers, promulgated could adversely affect the transactions set forth herein or endorsed by in the other Transaction Agreements, and no law or regulation shall have been proposed that in the reasonable judgment of Purchasers could reasonably have any such effect;
(g) The Company Corporate Documents shall be in full force and effect and no term or condition thereof shall have been amended, waived or otherwise modified without the prior written consent of the Purchasers;
(h) There shall have occurred no material adverse change in the business, condition (financial or otherwise), operations, performance, proper- ties or prospects of the Company since the date of the Financial Statements;
(i) There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority instrumentality that challenges the validity of competent jurisdiction or purports to affect this Agreement or any self-regulatory organization having authority over the matters other Transaction Agreement, or other transaction contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
f. No event shall have occurred which or thereby or that could reasonably be expected to have a Material Adverse Effect Effect, or any material adverse effect on the Company.enforceability of the Transaction Agreements or the Securities or the rights of the holders of the Securities or the Purchasers hereunder;
g. (j) The Common Stock Escrow Agent shall have been authorized confirmed receipt of the Convertible Notes and the Warrants to be issued, duly executed by the Company in the denominations and registered in the names of the Purchasers specified in or pursuant to Schedule I; -----------
(k) There shall not have occurred any disruption or adverse change in the financial or capital markets generally, or in the market for quotation on the OTCBB, OTCQB, OTC Pink or any similar quotation system and trading in the Common Stock on (including but not limited to any suspension or delisting), which the OTCBBPurchasers reasonably deem material in connection with the purchase of the Securities;
(l) Immediately before and after the Closing Date, OTCQB no Default or any similar quotation system Event of Default shall not have been suspended by the SEC occurred and be continuing; and
(m) The Purchasers shall have received all other certificates, instru- ments, agreements or the OTCBB, OTCQB, OTC Pink or any similar quotation systemother documents as they shall reasonably request.
Appears in 1 contract
Conditions Precedent to the Purchasers' Obligation to Purchase. The obligation of the Purchasers each Purchaser hereunder to purchase the Common Stock Convertible Notes at the Closing is subject to the satisfaction, at on or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchasers’ such Purchaser's sole benefit and may be waived by the such Purchaser at any time in its sole discretion:
a. (a) The Company shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Purchaser.Purchasers;
b. The Board of Directors of the Company shall have approved by Written Consent (the “Consent”b) the issuance of the Common Stock and transactions contemplated by this Agreement and the Company shall have delivered such fully executed Consent to Purchasers.
c. The Company shall have delivered to Purchasers the Common Stock, Escrow Agent duly issued, executed certificates representing the Convertible Notes and the Warrants in the amounts designated to each Purchaser as set forth in the signature page.accordance with Section 2.3(b) hereof;
d. (c) The representations and warranties of the Company contained in each Transaction Agreement 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 such time (except for representations and warranties that speak as of a specific specified date) and the Company shall have performed, satisfied and complied in with all material respects with the covenants, agreements and conditions required by this Agreement such Transaction Agreements to be performed, satisfied or complied with by the Company it at or prior to the Closing Date. The Purchasers shall have received a certificate or certificates, an Officer's 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 Purchasers includingthe Purchasers, including but not limited to certificates with respect to the Company’s Certificate of IncorporationCompany Corporate Documents, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.hereby and the incumbencies of certain officers and Directors of the Company. The form of such certificate is attached hereto as Exhibit D;
e. (d) The Company shall have received all governmental, Board of Directors, shareholders and third party consents and approvals necessary or desirable in connection with the issuance and sale of the Securities;
(e) All applicable waiting periods in respect to the issuance and sale of the Securities shall have expired without any action having been taken by any competent authority that could restrain, prevent or impose any materially adverse conditions thereon or that could seek or threaten any of the foregoing;
(f) No litigation, statute, rule, regulation, executive order, decree, ruling law or injunction regulation shall have been enactedimposed or enacted that, enteredin the judgment of the Purchasers, promulgated could adversely affect the transactions set forth herein or endorsed by in the other Transaction Agreements, and no law or regulation shall have been proposed that in the reasonable judgment of Purchasers could reasonably have any such effect;
(g) The Company Corporate Documents shall be in full force and effect and no term or condition thereof shall have been amended, waived or otherwise modified without the prior written consent of the Purchasers;
(h) There shall have occurred no material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company since December 31, 1998;
(i) There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority instrumentality that challenges the validity of competent jurisdiction or purports to affect this Agreement or any self-regulatory organization having authority over the matters other Transaction Agreement, or other transaction contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
f. No event shall have occurred which or thereby or that could reasonably be expected to have a Material Adverse Effect Effect, or any material adverse effect on the Company.enforceability of the Transaction Agreements or the Securities or the rights of the holders of the Securities or the Purchasers hereunder;
g. (j) The Common Stock Purchasers shall have been authorized confirmed receipt of the Convertible Notes and the Warrants to be issued, duly executed by the Company in the denominations and registered in the names of the Purchasers specified in or pursuant to Schedule I;
(k) There shall not have occurred any disruption or adverse change in the financial or capital markets generally, or in the market for quotation on the OTCBB, OTCQB, OTC Pink or any similar quotation system and trading in the Common Stock on (including but not limited to any suspension or delisting), which the OTCBBPurchasers reasonably deem material in connection with the purchase of the Securities;
(l) Immediately before and after the Closing Date, OTCQB no Default or any similar quotation system Event of Default shall not have been suspended by the SEC occurred and be continuing; and
(m) The Purchasers shall have received all other certificates, instruments, agreements or the OTCBB, OTCQB, OTC Pink or any similar quotation systemother documents as they shall reasonably request.
Appears in 1 contract
Samples: Securities Purchase Agreement (Advanced Optics Electronics Inc)
