Common use of Conditions to each Purchaser’s Obligation Clause in Contracts

Conditions to each Purchaser’s Obligation. The obligation of each Purchaser participating in the Third Closing to consummate the Third Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion: (i) the Company and the Requisite Holders shall have mutually agreed to proceed with the Third Closing in their respective sole discretion; (ii) each of the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (iii) all obligations, covenants and agreements of the Company required to be performed hereunder, under any Debenture or under any other Transaction Document shall have been performed as required in accordance with their respective terms; (iv) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a); (v) there shall have been no Material Adverse Effect since the date hereof; (vi) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vii) such Purchaser shall have received a certificate of an officer of the Company, dated as of the Third Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; and (viii) from the date hereof to the Third Closing Date, trading in the shares of Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities on the Third Closing Date.

Conditions to each Purchaser’s Obligation. The obligation of each Purchaser participating in the Third Second Closing to consummate the Third Second Closing is subject to the satisfaction on or before the Third Second Closing Date of each of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion: (i) the Company and the Requisite Holders shall have mutually agreed to proceed with the Third Closing in their respective sole discretion; (ii) each of the representations and warranties of the Company Company, contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Material Adverse EffectAdverse, in all respects) in each case, both when made and on the Third Second Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Second Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (iiiii) all obligations, covenants and agreements of the Company required to be performed hereunder, under any Debenture Debenture, under any Warrant or under any other Transaction Document shall have been performed as required in accordance with their respective terms;terms; (iviii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a);2.3(a); (viv) there shall have been no Material Adverse Effect since the date hereof; (viv) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (viivi) such Purchaser shall have received a certificate of an officer of the Company, dated as of the Third Second Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; andabove; (viiivii) from the date hereof to the Third Second Closing Date, trading in the shares of Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Second Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities on the Third Second Closing Date; and (viii) Shareholder Approval shall have been obtained.

Conditions to each Purchaser’s Obligation. The obligation of each Purchaser participating in the Third First Closing to consummate the Third First Closing is subject to the satisfaction on or before the Third First Closing Date of each of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion: (i) the Company and the Requisite Holders shall have mutually agreed to proceed with the Third Closing in their respective sole discretion; (ii) each of the representations and warranties of the Company Company, contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Material Adverse Effect, in all respects) Effect in each case, both when made and on the Third First Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third First Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (iiiii) all obligations, covenants and agreements of the Company required to be performed hereunder, under any Debenture hereunder at or under any other Transaction Document prior to the First Closing Date shall have been performed as required in accordance with their respective terms;performed; (iviii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a);2.2(a); (viv) there shall have been no Material Adverse Effect since the date hereof; (vi) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (viiv) such Purchaser shall have received a certificate of an officer of the Company, dated as of the Third First Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), ) and (iv)) above; (vi) such Purchaser shall have received confirmation satisfactory to it that all approvals of Governmental Authorities and other approvals for the transactions contemplated herein have been obtained, and all waiting periods, if applicable, have expired; (vvii) above; andat any time following the execution of this Agreement, none of the Company nor any of Subsidiaries shall have issued, or agreed to issue, any equity, equity linked or debt financing other than an Exempt Issuance or as specifically referenced herein without the prior written consent of the Requisite Holders; (viii) from the date hereof to Company shall, throughout the Third Closing Dateterm of the Debentures, trading file all reports required by the Exchange Act in a timely manner and maintain the listing of its shares of Common Stock on Nasdaq; and (ix) other than Permitted Liens, there shall not have been suspended by be no Lien encumbering any property or assets of the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, Company or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities on the Third Closing DateGuarantor.

Conditions to each Purchaser’s Obligation. The obligation of each Purchaser participating in the Third First Closing to consummate the Third First Closing is subject to the satisfaction on or before the Third First Closing Date of each of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion: (i) the Company and the Requisite Holders shall have mutually agreed to proceed with the Third Closing in their respective sole discretion; (ii) each of the representations and warranties of the Company Company, contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Material Adverse Effect, in all respects) Effect in each case, both when made and on the Third First Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third First Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (iiiii) all obligations, covenants and agreements of the Company required to be performed hereunder, under any Debenture hereunder at or under any other Transaction Document prior to the First Closing Date shall have been performed as required in accordance with their respective terms;performed; (iviii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a);2.2(a); (viv) there shall have been no Material Adverse Effect since the date hereof; (vi) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (viiv) such Purchaser shall have received a certificate of an officer of the Company, dated as of the Third First Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), ) and (iv)) above; (vi) such Purchaser shall have received confirmation satisfactory to it that all approvals of Governmental Authorities and other approvals for the transactions contemplated herein have been obtained, and all waiting periods, if applicable, have expired; (vvii) above; andat any time following the execution of this Agreement, none of the Company nor any of Subsidiaries shall have issued, or agreed to issue, any equity, equity linked or debt financing other than an Exempt Issuance or as specifically referenced herein without the prior written consent of the Requisite Holders; (viii) from the date hereof to Company shall have filed all reports required by the Third Closing Date, trading in Exchange Act and maintained the listing of its shares of Common Stock on Nasdaq; (ix) other than Permitted Liens, there shall not have been suspended by be no Lien encumbering any property or assets of the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, Company or any material adverse change in, any financial market which, in each case, in the reasonable judgment Guarantor; (x) shall have outstanding no Indebtedness except for Permitted Indebtedness; and (xi) such Purchaser shall complete and be satisfied with its review of all due diligence; and such Purchaser, makes it impracticable or inadvisable to purchase ’s investment committee shall have approved the Securities on terms of this Agreement and the Third Closing DateTransaction Documents.

Conditions to each Purchaser’s Obligation. The obligation of each Purchaser participating in the Third First Closing to consummate the Third First Closing is subject to the satisfaction on or before the Third First Closing Date of each of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion: (i) the Company and the Requisite Holders shall have mutually agreed to proceed with the Third Closing in their respective sole discretion; (ii) each of the representations and warranties of the Company Company, contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Material Adverse Effect, in all respects) Effect in each case, both when made and on the Third First Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third First Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (iiiii) all obligations, covenants and agreements of the Company required to be performed hereunder, under any Debenture hereunder at or under any other Transaction Document prior to the First Closing Date shall have been performed as required in accordance with their respective terms;performed; (iviii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a);2.2(a); (viv) there shall have been no Material Adverse Effect since the date hereof; (vi) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (viiv) such Purchaser shall have received a certificate of an officer of the Company, dated as of the Third First Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), ) and (iv)) above; (vi) such Purchaser shall have received confirmation satisfactory to it that all approvals of Governmental Authorities and other approvals for the transactions contemplated herein have been obtained, and all waiting periods, if applicable, have expired; (vvii) above; andat any time following the execution of this Agreement, none of the Company nor any of Subsidiaries shall have issued, or agreed to issue, any equity, equity linked or debt financing other than an Exempt Issuance or as specifically referenced herein without the prior written consent of the Requisite Holders; (viii) from the date hereof to Company shall, throughout the Third Closing Dateterm of the Debentures, trading file all reports required by the Exchange Act in a timely manner and maintain the listing of its shares of Common Stock on Nasdaq; (ix) other than Permitted Indebtedness, neither the Company nor any Guarantor shall not have been suspended by any Indebtedness; (x) other than Permitted Liens, there shall be no Lien encumbering any property or assets of the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, Company or any material adverse change in, any financial market which, in each case, in the reasonable judgment Guarantor; and (xi) such Purchaser shall complete and be satisfied with its review of all due diligence; and such Purchaser, makes it impracticable or inadvisable to purchase ’s investment committee shall have approved the Securities on terms of this Agreement and the Third Closing DateTransaction Documents.

Conditions to each Purchaser’s Obligation. The obligation of each Purchaser participating in the Third Second Closing to consummate the Third Second Closing is subject to the satisfaction on or before the Third Second Closing Date of each of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion: (i) the Company and the Requisite Holders shall have mutually agreed to proceed with the Third Closing in their respective sole discretion; (ii) each of the representations and warranties of the Company Company, contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Material Adverse EffectAdverse, in all respects) in each case, both when made and on the Third Second Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Second Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (iiiii) all obligations, covenants and agreements of the Company required to be performed hereunder, under any Debenture Debentures or under any other Transaction Document shall have been performed as required in accordance with their respective terms;terms; (iviii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a);2.3(a); (viv) there shall have been no Material Adverse Effect since the date hereof; (viv) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (viivi) such Purchaser shall have received a certificate of an officer of the Company, dated as of the Third Second Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; and (viiivii) from the date hereof to the Third Second Closing Date, trading in the shares of Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Second Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities on the Third Second Closing Date.

Conditions to each Purchaser’s Obligation. The obligation of each Purchaser participating in the Third Fourth Closing to consummate the Third Fourth Closing is subject to the satisfaction on or before the Third Fourth Closing Date of each of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion: (i) the Company and the Requisite Holders shall have mutually agreed to proceed with the Third Fourth Closing in their respective sole discretion; (ii) each of the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Material Adverse Effect, in all respects) in each case, both when made and on the Third Fourth Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Fourth Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (iii) all obligations, covenants and agreements of the Company required to be performed hereunder, under any Debenture or under any other Transaction Document shall have been performed as required in accordance with their respective terms; (iv) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a);2.5(a); (v) there shall have been no Material Adverse Effect since the date hereof; (vi) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vii) such Purchaser shall have received a certificate of an officer of the Company, dated as of the Third Fourth Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; and (viii) from the date hereof to the Third Fourth Closing Date, trading in the shares of Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Fourth Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities on the Third Fourth Closing Date.

Conditions to each Purchaser’s Obligation. The obligation of each Purchaser participating in the Third Second Closing to consummate the Third Second Closing is subject to the satisfaction on or before the Third Second Closing Date of each of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion: (i) the Company and the Requisite Holders shall have mutually agreed to proceed with the Third Closing in their respective sole discretion; (ii) each of the representations and warranties of the Company Company, contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Material Adverse EffectAdverse, in all respects) in each case, both when made and on the Third Second Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Second Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (iiiii) all obligations, covenants and agreements of the Company required to be performed hereunder, under any Debenture Debentures or under any other Transaction Document shall have been performed as required in accordance with their respective terms;terms; (iviii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a);2.3(a); (viv) there shall have been no Material Adverse Effect since the date hereof; (vi) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (viiv) such Purchaser shall have received a certificate of an officer of the Company, dated as of the Third Second Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), ) and (iv)) above; (vi) such Purchaser shall have received confirmation satisfactory to it that all approvals of Governmental Authorities and other approvals for the transactions contemplated herein have been obtained, and all waiting periods, if applicable, have expired; (vvii) above; at any time following the execution of this Agreement, none of the Company nor any of Subsidiaries shall have issued, or agreed to issue, any equity, equity linked or debt financing other than an Exempt Issuance or as specifically referenced herein without the prior written consent of the Requisite Holders; (viii) the Company shall have filed all reports required by the Exchange Act and maintained the listing of its shares of Common Stock on Nasdaq; (ix) other than Permitted Liens, there shall be no Lien encumbering any property or assets of the Company or any Guarantor; (x) shall have outstanding no Indebtedness except for Permitted Indebtedness; and (viiixi) the Company’s auditors shall have completed the pro forma financials of the Company’s subsidiary, Bbang Ssaem Bakery; and (xii) from the date hereof to the Third Second Closing Date, trading in the shares of Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Second Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities on the Third Second Closing Date.

Conditions to each Purchaser’s Obligation. The obligation of each Purchaser participating in the Third First Closing to consummate the Third First Closing is subject to the satisfaction on or before the Third First Closing Date of each of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion: (i) the Company and the Requisite Holders shall have mutually agreed to proceed with the Third Closing in their respective sole discretion; (ii) each of the representations and warranties of the Company Company, contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Material Adverse Effect, in all respects) Effect in each case, both when made and on the Third First Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third First Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (iiiii) all obligations, covenants and agreements of the Company required to be performed hereunder, under any Debenture hereunder at or under any other Transaction Document prior to the First Closing Date shall have been performed as required in accordance with their respective terms;performed; (iviii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a);2.2(a); (viv) there shall have been no Material Adverse Effect since the date hereof; (vi) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (viiv) such Purchaser shall have received a certificate of an officer of the Company, dated as of the Third First Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), ) and (iv)) above; (vi) such Purchaser shall have received confirmation satisfactory to it that all approvals of Governmental Authorities and other approvals for the transactions contemplated herein have been obtained, and all waiting periods, if applicable, have expired; (vvii) above; andat any time following the execution of this Agreement, none of the Company nor any of Significant Subsidiaries shall have issued, or agreed to issue, any equity, equity linked or debt financing other than an Exempt Issuance or as specifically referenced herein without the prior written consent of the Requisite Holders; (viii) from the date hereof to the Third Closing Date, trading in the shares of Common Stock shall not have been suspended by listed for trading on Nasdaq, and the Commission Company shall maintain the listing of the Common Stock on Nasdaq; (ix) other than Permitted Liens, there shall be no Lien encumbering any property or assets of the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, Company or any material adverse change in, any financial market which, in each case, in the reasonable judgment Significant Subsidiary; and (x) such Purchaser shall complete and be satisfied with its review of all due diligence; and such Purchaser, makes it impracticable or inadvisable to purchase ’s investment committee shall have approved the Securities on terms of this Agreement and the Third Closing DateTransaction Documents.

Conditions to each Purchaser’s Obligation. The obligation of each Purchaser participating in the Third Closing to consummate the Third Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion: (i) the Company and the Requisite Holders shall have mutually agreed to proceed with the Third Closing in their respective sole discretion; (ii) each of the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (iii) all obligations, covenants and agreements of the Company required to be performed hereunder, under any Debenture Debenture, under any Warrant or under any other Transaction Document shall have been performed as required in accordance with their respective terms; (iv) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a); (v) there shall have been no Material Adverse Effect since the date hereof; (vi) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vii) such Purchaser shall have received a certificate of an officer of the Company, dated as of the Third Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; and (viii) from the date hereof to the Third Closing Date, trading in the shares of Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities on the Third Closing Date.