Common use of CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER Clause in Contracts

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 Investor hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing the each Investor with prior written notice thereof: (a) The Investor shall have duly 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{Left Blank Intentionally.} (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, 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 Investor hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s '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 Exchange Registration Rights Agreement and delivered the same to the Company. (b) The Series D Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware. (c) The Investor shall have delivered to the Company the stock certificate for the Investor’s Existing Note 's Initial Series C Shares and Existing the Warrants for cancellation. (cd) 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 the Transaction Documents to be performed, satisfied or complied with by the Investor at or prior to the Closing Date. (e) The Company shall have entered into separate but substantially identical amendment and exchange agreements with each of the Other Investors and all conditions to the closings contemplated by such agreements shall have been satisfied or waived.

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 conditionsconditions (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 Investor with prior written notice thereof: (a) 5.1 The Investor shall have duly 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) 5.2 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, 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. 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 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 Notes 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 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 duly executed this Agreement and delivered the same to the Company. (b) The Investor Each of the Other Investors shall have duly executed the Other Agreement of such Other Investor and delivered the same to the Company the Investor’s Existing Note and Existing Warrants for cancellationCompany. (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, 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 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 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 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 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 Notes 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 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 Notes and Existing 2008 Warrants for cancellation. (c) The Investor shall have delivered to the Company the Waiver and Amendment. (d) 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, 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 each 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 each Investor with prior written notice thereof: (a) The Such Investor shall have executed and delivered this Agreement and delivered the same to the Company. (b) The Such Investor shall have delivered to the Company the such Investor’s Existing Note and Existing Warrants Notes for cancellation. (c) The representations and warranties of the such 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, date which shall be true and correct as of such specified date) ), and the such 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 such Investor at or prior to the Closing Date.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Investor Buyer hereunder are subject to the satisfaction of each of the following conditionsconditions on the Closing Date, 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 Buyer with prior written notice thereof: (a) The Investor shall have executed this Agreement and delivered the same to the Company. (b) The Investor Buyer shall have delivered to the Company the InvestorBuyer’s Existing Note Debentures and Existing Warrants for cancellation. (cb) The representations and warranties of the Investor Buyer in Section 3(a) shall be true and correct in all material respects (except for those to the extent that any of such representation and warranties is already qualified as to materiality, in which case, such representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respectswithout further qualification) 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, date which shall be true and correct as of such specified datedate but need not also be true and correct as of the Closing Date) and the Investor Buyer 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 Buyer as of 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 '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 Series C-1 Certificate of Designations and the Series C-2 Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware. (c) The Investor shall have delivered to the Company the stock certificate for the Investor’s Existing Note and Existing Warrants 's Series C Shares for cancellation. (cd) 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 the Transaction Documents 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 Investor hereunder are subject to the satisfaction of each of the following conditionsconditions (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 Investor with prior written notice thereof: (a) 5.1 The Investor shall have duly 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) 5.2 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, 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 DateClosing. 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 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 duly 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 cancellationInvestor Warrants. (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, 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 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) 5.1 The Investor shall have duly executed this Agreement and delivered the same to the Company. (b) The Investor 5.2 Each of the Other Investors shall have duly executed the Other Agreement of such Other Investor and delivered the same to the Company the Investor’s Existing Note and Existing Warrants for cancellationCompany. (c) 5.3 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, 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 Investor hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s '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 '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 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 Xxxxxx, Xxxxxxxx & Marlikes LLP, the Company Company’s counsel (“Xxxxxx”), the Investor’s Existing Note and Existing Warrants to Xxxxxx to be held in escrow pending the Second Closing, at which time it shall be delivered to the Company 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 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 Notes 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, 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 Selling Investor and the New 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 Selling Investor and the New Investor with prior written notice thereof: (a) The Selling Investor and the New Investor shall have executed this Agreement and delivered the same to the Company. (b) The Selling Investor shall have delivered to the Company the Investor’s Existing its Note and Existing Warrants Warrant for cancellation. (c) The representations and warranties of the Selling Investor and the New 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 Selling Investor and the New 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 Selling Investor and the New Investor 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 conditionsconditions (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 Investor with prior written notice thereof: (a) 5.1 The Investor shall have duly 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) 5.2 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 date hereof (except for representations and warranties that speak as of a specific date, 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 Datedate hereof. 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 Investor hereunder are subject to the satisfaction of each of the following conditionsconditions (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 Investor with prior written notice thereof: (a) 5.1 The Investor shall have duly executed this Agreement and delivered the same to the Company. (b) The Investor 5.2 Each of the Other Investors shall have duly executed the Other Agreement of such Other Investor and delivered the same to the Company the Investor’s Existing Note and Existing Warrants for cancellationCompany. (c) 5.3 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 each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, 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 each Closing Date.