Common use of Conditions Precedent to the Right of the Company to Deliver Clause in Contracts

Conditions Precedent to the Right of the Company to Deliver. an Advance Put Notice or a Put Notice and the Obligation of the Investor to Purchase Put Shares. The right of the Company to deliver an Advance Put Notice or a Put Notice and the obligation of the Investor hereunder to acquire and pay for the Put Shares incident to a Closing is subject to the satisfaction, on (i) the date of delivery of such Advance Put Notice or Put Notice and (ii) the applicable Put Closing Date, of each of the following conditions: (a) the Company’s Common Stock shall be listed for and actively trading on Principal Market and the Put Shares shall be so listed, and to the Company’s knowledge there is no notice of any suspension or delisting with respect to the trading of the shares of Common Stock on such market or exchange, provided that nothing herein shall prevent the Company from concurrently listing its Common Stock on more than one national exchange.; (b) the Company shall have satisfied any and all obligations pursuant to the Registration Rights Agreement, including, but not limited to, the filing of the Registration Statement with the SEC with respect to the resale of all Registrable Securities and the requirement that the Registration Statement shall have been declared effective by the SEC for the resale of all Registrable Securities and the Company shall have satisfied and shall be in compliance with any and all obligations pursuant to this Agreement and the Warrants; (c) the representations and warranties of the Company are true and correct in all material respects as if made on such date and the conditions to Investor’s obligations set forth in this Section 2.3.4 are satisfied as of such Closing, and the Company shall deliver a certificate, signed by an officer of the Company, to such effect to the Investor; (d) the Company shall have reserved for issuance a sufficient number of Common Shares for the purpose of enabling the Company to satisfy any obligation to issue Common Shares pursuant to any Put and to effect exercise of the Warrants; (e) the Registration Statement is not subject to an Ineffective Period as defined in the Registration Rights Agreement, the prospectus included therein is current and deliverable, and to the Company’s knowledge there is no notice of any investigation or inquiry concerning any stop order with respect to the Registration Statement; and (f) if the Aggregate Issued Shares after the Closing of the Put would exceed the Cap Amount, the Company shall have obtained the Stockholder 20% Approval as specified in Section 6.10, if the Company’s Common Stock is listed on the NASDAQ Small Cap Market or National Market, and such approval is required by the rules of the NASDAQ.

Conditions Precedent to the Right of the Company to Deliver. an Advance Put Notice or a Put Notice and the Obligation of the Investor to Purchase Put Shares. The right of the Company to deliver an Advance Put Notice or a Put Notice and the obligation of the Investor hereunder to acquire and pay for the Put Shares incident to a Closing is subject to the satisfaction, on (i) the date of delivery of such Advance Put Notice or Put Notice and (ii) the applicable Put Closing Date, of each of the following conditions: (a) the Company’s Common Stock shall be listed for and actively trading on Principal Market the O.T.C. Bulletin Board, the Nasdaq Small Cap Market, the Nasdaq National Market, the New York Stock Exchange, or other national stock exchange and the Put Shares shall be so listed, and to the Company’s knowledge there is no notice of any suspension or delisting with respect to the trading of the shares of Common Stock on such market or exchange, provided that nothing herein shall prevent the Company from concurrently listing its Common Stock on more than one national exchange.; (b) the Company shall have satisfied any and all obligations pursuant to the Registration Rights Agreement, including, but not limited to, the filing of the Registration Statement with the SEC with respect to the resale of all Registrable Securities and the requirement that the Registration Statement shall have been declared effective by the SEC for the resale of all Registrable Securities and the Company shall have satisfied and shall be in compliance with any and all obligations pursuant to this Agreement and the Warrants; (c) the representations and warranties of the Company are true and correct in all material respects as if made on such date and the conditions to Investor’s obligations set forth in this Section 2.3.4 are satisfied as of such Closing, and the Company shall deliver a certificate, signed by an officer of the Company, to such effect to the Investor; (d) the Company shall have reserved for issuance a sufficient number of Common Shares for the purpose of enabling the Company to satisfy any obligation to issue Common Shares pursuant to any Put and to effect exercise of the Warrants; (e) the Registration Statement is not subject to an Ineffective Period as defined in the Registration Rights Agreement, the prospectus included therein is current and deliverable, and to the Company’s knowledge there is no notice of any investigation or inquiry concerning any stop order with respect to the Registration Statement; and (f) if the Aggregate Issued Shares after the Closing of the Put would exceed the Cap Amount, the Company shall have obtained the Stockholder 20% Approval as specified in Section 6.106.11, if the Company’s Common Stock is listed on the NASDAQ Small Cap Market or National MarketNMS, and such approval is required by the rules of the NASDAQ.

Conditions Precedent to the Right of the Company to Deliver. an Advance Put Notice or a Put Notice and the Obligation of the Investor to Purchase Put Shares. The right of the Company to deliver an Advance Put Notice or a Put Notice and the obligation of the Investor hereunder to acquire and pay for the Put Shares incident to a Closing is subject to the satisfaction, on (i) the date of delivery of such Advance Put Notice or Put Notice and (ii) the applicable Put Closing Date, of each of the following conditions: (a) the Company’s Common Stock shall be listed for and actively trading on Principal the O.T.C. Bulletin Board, the Nasdaq Small Cap Market, the Nasdaq National Market or the New York Stock Exchange and the Put Shares shall be so listed, and to the Company’s knowledge there is no notice of any suspension or delisting with respect to the trading of the shares of Common Stock on such market or exchange, provided that nothing herein shall prevent the Company from concurrently listing its Common Stock on more than one national exchange.; (b) the Company shall have satisfied any and all obligations pursuant to the Registration Rights Agreement, including, but not limited to, the filing of the Registration Statement with the SEC with respect to the resale of all Registrable Securities and the requirement that the Registration Statement shall have been declared effective by the SEC for the resale of all Registrable Securities and the Company shall have satisfied and shall be in compliance with any and all obligations pursuant to this Agreement and the Warrants; (c) the representations and warranties of the Company are true and correct in all material respects as if made on such date and the conditions to Investor’s obligations set forth in this Section 2.3.4 are satisfied as of such Closing, and the Company shall deliver a certificate, signed by an officer of the Company, to such effect to the Investor; (d) the Company shall have reserved for issuance a sufficient number of Common Shares for the purpose of enabling the Company to satisfy any obligation to issue Common Shares pursuant to any Put and to effect exercise of the Warrants; (e) the Registration Statement is not subject to an Ineffective Period as defined in the Registration Rights Agreement, the prospectus included therein is current and deliverable, and to the Company’s knowledge there is no notice of any investigation or inquiry concerning any stop order with respect to the Registration Statement; and (f) if the Aggregate Issued Shares after the Closing of the Put would exceed the Cap Amount, the Company shall have obtained the Stockholder 20% Approval as specified in Section 6.106.11, if the Company’s Common Stock is listed on the NASDAQ Small Cap Market or the NASDAQ National MarketMarket System (the "NMS"), and such approval is required by the rules of the NASDAQ. (g) the Company shall have no knowledge of any event that, in the Company’s opinion, is more likely than not to have the effect of causing any Registration Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the twenty Business Days following the date on which such Advance Put Notice or Put Notice is deemed delivered).