CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof:
(a) The Holder shall have duly executed this Agreement and delivered the same to the Company; and
(b) The representations and warranties of the Holder shall be true and correct 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 specific date which shall be true and correct as of such specified date), and the Holder shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Holder at or prior to the Closing Date.
CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Investor hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Investor with prior written notice thereof:
(a) The Investor shall have executed this Agreement and delivered the same to the Company.
(b) The Investor shall have delivered to the Company the Investor’s Existing Note and Existing Warrants for cancellation.
(c) The representations and warranties of the Investor shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all 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 specific date, which shall be true and correct as of such specified date) and the Investor 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 Investor at or prior to the Closing Date.
CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Securityholder hereunder are subject to the satisfaction of each of the following conditions (except to the extent such condition is expressly conditional to a specific closing, in which case such condition shall only apply to such specific closing), provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Securityholder with prior written notice thereof:
5.1 The Securityholder shall have duly executed this Agreement and delivered the same to the Company and shall have delivered the certificates evidencing the Existing Warrant (or, in the event of the loss, theft or destruction of the Existing Warrant, an affidavit with respect thereto in form reasonably acceptable to the Company).
5.2 The representations and warranties of the Securityholder 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 specific date which shall be true and correct as of such specified date), and the Securityholder 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 Securityholder at or prior to the Closing Date.
5.3 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 that prohibits the consummation of any of the transactions contemplated by this Agreement.
5.4 The Private Placement shall have been consummated.
CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Investor hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Investor with prior written notice thereof:
(a) The Investor shall have executed this Agreement and delivered the same to the Company.
(b) Each of the Other Investors shall have executed the Other Agreements.
CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof:
5.1 The Holder shall have duly executed this Agreement and delivered the same to the Company.
5.2 The Holder shall have delivered to the Company the certificates representing the Holder Existing Preferred Shares.
5.3 The representations and warranties of the Holder contained herein 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 specific date which shall be true and correct as of such specified date), and the Holder 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 Holder at or prior to the Closing Date.
CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Investor hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Investor with prior written notice thereof:
(a) The Investor shall have executed this Agreement and delivered the same to the Company.
(b) The Investor shall have delivered to the Company, pursuant to the Indenture and this Agreement, such principal amount of its Existing Note being exchanged at the Closing or such other documentation reasonably satisfactory to the Company that the Investor held such Existing Note as a Physical Security and that the Investor’s Existing Note has been lost or destroyed.
(c) The representations and warranties of the Investor in Section 3(a) hereof shall be true and correct 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 specific date).
CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to Buyer hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing Buyer with prior written notice thereof:
(a) Buyer shall have executed this Agreement and delivered the same to the Company.
(b) Buyer shall have delivered to the Company a Conversion Notice.
(c) The representations and warranties of Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all 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 specific date).
CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company and each Guarantor to the Investor hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Investor with prior written notice thereof:
(a) The Investor shall have executed this Agreement and the Amended Security Documents to which it is a party and delivered the same to the Company.
(b) The Investor shall have delivered to the Company the Investor’s Existing Notes for cancellation.
(c) The representations and warranties of the Investor 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 specific date) and the Investor 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 Investor at or prior to the Closing Date.
CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to MGT Sports hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Investor with prior written notice thereof:
5.1 MGT Sports shall have duly executed this Agreement and delivered the same to the Company.
5.2 The representations and warranties of MGT Sports 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 specific date which shall be true and correct as of such specified date), and MGT Sports shall each 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 MGT Sports at or prior to the Closing Date.
5.3 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 that prohibits the consummation of any of the transactions contemplated by this Agreement.
CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Transferee Holder and the Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Transferee Holder and the Holder with prior written notice thereof:
(a) The Holder and the Transferee Holder shall have executed this Agreement and delivered the same to the Company;
(b) The Holder shall have delivered to the Company the Warrants held by the Holder contemporaneously with: (x) the issuance of the Exchange Note and, subject to the Blocker Provision, the Exchange Common Shares and (y) the payment of the Exchange Cash Amount; and
(c) The representations and warranties of the Holder and the Transferee Holder shall be true and correct 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 specific date, which shall be true and correct as of such specified date) and the Holder and the Transferee Holder 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 Holder and the Transferee Holder at or prior to the Closing Date.
(d) The Company shall have obtained the listing of the Exchange Common shares and the Exchange Conversion Shares on each Eligible Market (as defined in the Exchange Note) on which the Common Stock is then listed for trading.
(e) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the transactions contemplated hereby.
