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 First Closing to consummate the First Closing is subject to the satisfaction on or before the 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) 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 each case, both when made and on the First Closing Date with the same force and effect as though such representations and warranties had been made on and as of such 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); (ii) all obligations, covenants and agreements of the Company required to be performed hereunder at or prior to the First Closing Date shall have been performed; (iii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.2(a); (iv) there shall have been no Material Adverse Effect since the date hereof; (v) such Purchaser shall have received a certificate of an officer of the Company, dated as of the 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; (vii) 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, throughout the term of the Debentures, 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 be no Lien encumbering any property or assets of the Company or any Guarantor.

Conditions to each Purchaser’s Obligation. The obligation of each Purchaser participating in the First Second Closing to consummate the First Second Closing is subject to the satisfaction on or before the First 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) 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 Adverse, in all respects) in each case, both when made and on the First Second Closing Date with the same force and effect as though such representations and warranties had been made on and as of such First 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); (ii) all obligations, covenants and agreements of the Company required to be performed hereunder at hereunder, under any Debentures or prior to the First Closing Date under any other Transaction Document shall have been performed;performed as required in accordance with their respective terms; (iii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.2(a);2.3(a); (iv) there shall have been no Material Adverse Effect since the date hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vi) such Purchaser shall have received a certificate of an officer of the Company, dated as of the First Second Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii) ), (iv), and (ivv) 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;above; and (vii) at any time following from the execution of this Agreementdate hereof to the Second Closing Date, none of trading in 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, throughout the term of the Debentures, file all reports required by the Exchange Act in a timely manner and maintain the listing of its 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 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 Nasdaq; and (ix) 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 than Permitted Liensnational or international calamity of such magnitude in its effect on, there shall be no Lien encumbering any property or assets of the Company or any Guarantormaterial 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 Second Closing Date.

Conditions to each Purchaser’s Obligation. The obligation of each Purchaser participating in the First Third Closing to consummate the First Third Closing is subject to the satisfaction on or before the First 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, 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 Effect, in all respects) in each case, both when made and on the First Third Closing Date with the same force and effect as though such representations and warranties had been made on and as of such First 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); (iiiii) all obligations, covenants and agreements of the Company required to be performed hereunder at hereunder, under any Debenture, under any Warrant or prior to the First Closing Date under any other Transaction Document shall have been performed;performed as required in accordance with their respective terms; (iiiiv) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.2(a);2.4(a); (ivv) there shall have been no Material Adverse Effect since the date hereof; (vvi) 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 First Third Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii) ), (iv), and (ivv) 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; (vii) 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;above; and (viii) from the Company shalldate hereof to the Third Closing Date, throughout trading in the term of the Debentures, file all reports required Common Stock shall not have been suspended by the Exchange Act 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 timely manner and maintain banking moratorium have been declared either by the listing 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 shares of Common Stock on Nasdaq; and (ix) other than Permitted Lienseffect on, there shall be no Lien encumbering any property or assets of the Company or any Guarantormaterial 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 First Second Closing to consummate the First Second Closing is subject to the satisfaction on or before the First 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) 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 Adverse, in all respects) in each case, both when made and on the First Second Closing Date with the same force and effect as though such representations and warranties had been made on and as of such First 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); (ii) all obligations, covenants and agreements of the Company required to be performed hereunder at hereunder, under any Debenture, under any Warrant or prior to the First Closing Date under any other Transaction Document shall have been performed;performed as required in accordance with their respective terms; (iii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.2(a);2.3(a); (iv) there shall have been no Material Adverse Effect since the date hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vi) such Purchaser shall have received a certificate of an officer of the Company, dated as of the First Second Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii) ), (iv), and (ivv) above; (vivii) such Purchaser from the date hereof to the Second Closing Date, trading in the Common Stock shall have received confirmation satisfactory to it that all approvals of Governmental Authorities and other approvals for the transactions contemplated herein not have been obtainedsuspended by the Commission or the Company’s principal Trading Market and, and all waiting periods, if applicable, have expired; (vii) at any time following prior to the execution of this AgreementSecond Closing Date, none of the Company nor any of Subsidiaries trading in securities generally as reported by Bloomberg L.P. shall not have issuedbeen suspended or limited, or agreed to issueminimum 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 equityfinancial market which, equity linked in each case, in the reasonable judgment of such Purchaser, makes it impracticable or debt financing other than an Exempt Issuance or as specifically referenced herein without inadvisable to purchase the prior written consent of Securities on the Requisite Holders;Second Closing Date; and (viii) the Company shall, throughout the term of the Debentures, 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 Shareholder Approval shall be no Lien encumbering any property or assets of the Company or any Guarantorhave been obtained.

Conditions to each Purchaser’s Obligation. The obligation of each Purchaser participating in the First Third Closing to consummate the First Third Closing is subject to the satisfaction on or before the First 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, 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 Effect, in all respects) in each case, both when made and on the First Third Closing Date with the same force and effect as though such representations and warranties had been made on and as of such First 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); (iiiii) all obligations, covenants and agreements of the Company required to be performed hereunder at hereunder, under any Debenture or prior to the First Closing Date under any other Transaction Document shall have been performed;performed as required in accordance with their respective terms; (iiiiv) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.2(a);2.4(a); (ivv) there shall have been no Material Adverse Effect since the date hereof; (vvi) 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 First Third Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii) ), (iv), and (ivv) 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; (vii) 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;above; and (viii) from the Company shalldate hereof to the Third Closing Date, throughout trading in the term of the Debentures, file all reports required by the Exchange Act in a timely manner and maintain the listing of its 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 Nasdaq; and (ix) 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 than Permitted Liensnational or international calamity of such magnitude in its effect on, there shall be no Lien encumbering any property or assets of the Company or any Guarantormaterial 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 First Closing to consummate the First Closing is subject to the satisfaction on or before the 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) 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 each case, both when made and on the First Closing Date with the same force and effect as though such representations and warranties had been made on and as of such 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); (ii) all obligations, covenants and agreements of the Company required to be performed hereunder at or prior to the First Closing Date shall have been performed; (iii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.2(a); (iv) there shall have been no Material Adverse Effect since the date hereof; (v) such Purchaser shall have received a certificate of an officer of the Company, dated as of the 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; (vii) at 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) the Common Stock shall have been listed for trading on Nasdaq, and the Company shall, throughout the term of the Debentures, file all reports required by the Exchange Act in a timely manner and shall maintain the listing of its shares of the Common Stock on Nasdaq; andNasdaq; (ix) other than Permitted Liens, there shall be no Lien encumbering any property or assets of the Company or any GuarantorSignificant Subsidiary; and (x) such Purchaser shall complete and be satisfied with its review of all due diligence; and such Purchaser’s investment committee shall have approved the terms of this Agreement and the Transaction Documents.